SELECT MEDICAL HOLDINGS CORP (Form: 10-Q, Received: 08/06/2015 17:40:09)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2015

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From to .

Commission File Number: 001 — 34465 and 001 — 31441

SELECT MEDICAL HOLDINGS CORPORATION

SELECT MEDICAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware
Delaware
(State or other jurisdiction of
incorporation or organization)

20-1764048
23-2872718
(I.R.S. employer identification
number)

4714 Gettysburg Road, P.O. Box 2034, Mechanicsburg, Pennsylvania 17055

(Address of principal executive offices and zip code)

(717) 972-1100

(Registrants’ telephone number, including area code)

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as such Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the Registrants have submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant, Select Medical Holdings Corporation, is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant, Select Medical Corporation, is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

As of July 31, 2015, Select Medical Holdings Corporation had outstanding 131,381,185 shares of common stock.

This Form 10-Q is a combined quarterly report being filed separately by two Registrants: Select Medical Holdings Corporation and Select Medical Corporation. Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Select Medical Holdings Corporation and any reference to “Select” refers to Select Medical Corporation, the wholly-owned operating subsidiary of Holdings, and any of Select’s subsidiaries. Any reference to “Concentra” refers to Concentra Inc., the indirect operating subsidiary of Concentra Group Holdings, LLC (“Group Holdings”), and its subsidiaries. References to the “Company,” “we,” “us” and “our” refer collectively to Holdings, Select, and Group Holdings and its subsidiaries.

Table of Contents

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Condensed consolidated balance sheets	3

	Condensed consolidated statements of operations	4

	Condensed consolidated statements of changes in equity and income	6

	Condensed consolidated statements of cash flows	7

	Notes to condensed consolidated financial statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	62

ITEM 4.	CONTROLS AND PROCEDURES	63

PART II	OTHER INFORMATION	64

ITEM 1.	LEGAL PROCEEDINGS	64

ITEM 1A.	RISK FACTORS	65

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	74

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	74

ITEM 4.	MINE SAFETY DISCLOSURES	74

ITEM 5.	OTHER INFORMATION	74

ITEM 6.	EXHIBITS	74

SIGNATURES

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share amounts)

	Select Medical Holdings Corporation				Select Medical Corporation
	December 31,		June 30,		December 31,			June 30,
	2014		2015		2014			2015

ASSETS
Current Assets:
Cash and cash equivalents	$	3,354	$	25,191	$	3,354		$	25,191
Accounts receivable, net of allowance for doubtful accounts of $46,425 and $50,675 at 2014 and 2015, respectively	444,269		633,621		444,269			633,621
Current deferred tax asset	15,991		17,355		15,991			17,355
Prepaid income taxes	17,888		—		17,888			—
Other current assets	46,142		78,153		46,142			78,153
Total Current Assets	527,644		754,320		527,644			754,320

Property and equipment, net	542,310		771,410		542,310			771,410
Goodwill	1,642,083		2,353,975		1,642,083			2,353,975
Other identifiable intangibles	72,519		261,642		72,519			261,642
Other assets	140,253		199,988		140,253			199,988

Total Assets	$	2,924,809	$	4,341,335	$	2,924,809		$	4,341,335

LIABILITIES AND EQUITY
Current Liabilities:
Bank overdrafts	$	21,746	$	27,337	$	21,746		$	27,337
Current portion of long-term debt and notes payable	10,874		17,448		10,874			17,448
Accounts payable	108,532		105,369		108,532			105,369
Accrued payroll	97,090		122,707		97,090			122,707
Accrued vacation	63,132		76,262		63,132			76,262
Accrued interest	10,674		14,152		10,674			14,152
Accrued other	82,376		122,801		82,376			122,801
Income taxes payable	—		2,303		—			2,303
Total Current Liabilities	394,424		488,379		394,424			488,379

Long-term debt, net of current portion	1,542,102		2,431,319		1,542,102			2,431,319
Non-current deferred tax liability	109,203		167,908		109,203			167,908
Other non-current liabilities	92,855		142,383		92,855			142,383

Total Liabilities	2,138,584		3,229,989		2,138,584			3,229,989

Commitments and contingencies (Note 10)

Redeemable non-controlling interests	10,985		257,187		10,985			257,187

Stockholders’ Equity:
Common stock of Holdings, $0.001 par value, 700,000,000 shares authorized, 131,233,308 shares and 131,373,985 shares issued and outstanding at 2014 and 2015, respectively	131		131		—			—
Common stock of Select, $0.01 par value, 100 shares issued and outstanding	—		—		0			0
Capital in excess of par	413,706		422,524		885,407			894,225
Retained earnings (accumulated deficit)	325,678		383,278		(145,892		)	(88,292		)
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity	739,515		805,933		739,515			805,933
Non-controlling interest	35,725		48,226		35,725			48,226
Total Equity	775,240		854,159		775,240			854,159

Total Liabilities and Equity	$	2,924,809	$	4,341,335	$	2,924,809		$	4,341,335

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2014			2015			2014			2015

Net operating revenues	$	772,762		$	887,065		$	772,762		$	887,065

Costs and expenses:
Cost of services	642,881			743,879			642,881			743,879
General and administrative	19,377			24,041			19,377			24,041
Bad debt expense	11,115			12,286			11,115			12,286
Depreciation and amortization	17,196			21,848			17,196			21,848
Total costs and expenses	690,569			802,054			690,569			802,054

Income from operations	82,193			85,011			82,193			85,011

Other income and expense:
Equity in earnings of unconsolidated subsidiaries	1,239			3,848			1,239			3,848
Interest expense	(21,663		)	(25,288		)	(21,663		)	(25,288		)

Income before income taxes	61,769			63,571			61,769			63,571

Income tax expense	23,775			23,517			23,775			23,517

Net income	37,994			40,054			37,994			40,054

Less: Net income attributable to non-controlling interests	2,653			3,114			2,653			3,114

Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$	35,341		$	36,940		$	35,341		$	36,940

Income per common share:
Basic	$	0.27		$	0.28
Diluted	$	0.27		$	0.28

Dividends paid per share	$	0.10		$	—

Weighted average shares outstanding:
Basic	127,038			127,674
Diluted	127,541			128,009

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2014			2015			2014			2015

Net operating revenues	$	1,535,340		$	1,682,408		$	1,535,340		$	1,682,408

Costs and expenses:
Cost of services	1,281,645			1,408,264			1,281,645			1,408,264
General and administrative	37,500			45,716			37,500			45,716
Bad debt expense	22,133			24,956			22,133			24,956
Depreciation and amortization	33,425			39,196			33,425			39,196
Total costs and expenses	1,374,703			1,518,132			1,374,703			1,518,132

Income from operations	160,637			164,276			160,637			164,276

Other income and expense:
Loss on early retirement of debt	(2,277		)	—			(2,277		)	—
Equity in earnings of unconsolidated subsidiaries	2,147			6,440			2,147			6,440
Interest expense	(42,279		)	(46,676		)	(42,279		)	(46,676		)

Income before income taxes	118,228			124,040			118,228			124,040

Income tax expense	45,867			46,701			45,867			46,701

Net income	72,361			77,339			72,361			77,339

Less: Net income attributable to non-controlling interests	3,976			5,336			3,976			5,336

Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation	$	68,385		$	72,003		$	68,385		$	72,003

Income per common share:
Basic	$	0.51		$	0.55
Diluted	$	0.51		$	0.55

Dividends paid per share	$	0.20		$	0.10

Weighted average shares outstanding:
Basic	131,266			127,620
Diluted	131,766			127,944

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Condensed Consolidated Statement of Changes in Equity and Income

(unaudited)

(in thousands)

							Select Medical Holdings Corporation Stockholders
	Comprehensive Income			Total			Common Stock Issued		Common Stock Par Value			Capital in Excess of Par		Retained Earnings			Non- controlling Interests
Balance at December 31, 2014				$	775,240		131,233		$	131		$	413,706	$	325,678		$	35,725
Net income	$	77,771		77,771										72,003			5,768
Net loss - attributable to redeemable non-controlling interests	(432		)
Total comprehensive income	$	77,339
Dividends paid to common stockholders				(13,129		)								(13,129		)
Issuance and vesting of restricted stock				5,765			202		0			5,765
Tax benefit from stock based awards				11								11
Stock option expense				29								29
Exercise of stock options				1,324			148		0			1,324
Acquisition of non-controlling interests				3,470													3,470
Distributions to non-controlling interests				(3,712		)											(3,712		)
Exchange of ownership interests with non-controlling interests				8,664								1,689					6,975
Other				(1,274		)	(209	)	(0		)			(1,274		)
Balance at June 30, 2015				$	854,159		131,374		$	131		$	422,524	$	383,278		$	48,226

							Select Medical Corporation Stockholders
	Comprehensive Income			Total			Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Accumulated Deficit			Non- controlling Interests
Balance at December 31, 2014				$	775,240		0	$	0	$	885,407	$	(145,892	)	$	35,725
Net income	$	77,771		77,771								72,003			5,768
Net loss - attributable to redeemable non-controlling interests	(432		)
Total comprehensive income	$	77,339
Additional investment by Holdings				1,324						1,324
Dividends declared and paid to Holdings				(13,129		)						(13,129		)
Contribution related to restricted stock awards and stock option issuances by Holdings				5,794						5,794
Tax benefit from stock based awards				11						11
Acquisition of non-controlling interests				3,470											3,470
Distributions to non-controlling interests				(3,712		)									(3,712		)
Exchange of ownership interests with non-controlling interests				8,664						1,689					6,975
Other				(1,274		)						(1,274		)
Balance at June 30, 2015				$	854,159		0	$	0	$	894,225	$	(88,292	)	$	48,226

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	Select Medical Holdings Corporation						Select Medical Corporation
	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2014			2015			2014			2015

Operating activities
Net income	$	72,361		$	77,339		$	72,361		$	77,339
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	—			52			—			52
Depreciation and amortization	33,425			39,196			33,425			39,196
Provision for bad debts	22,133			24,956			22,133			24,956
Equity in earnings of unconsolidated subsidiaries	(2,147		)	(6,440		)	(2,147		)	(6,440		)
Loss on early retirement of debt	2,277			—			2,277			—
Loss from disposal of assets	143			251			143			251
Non-cash stock compensation expense	4,120			5,794			4,120			5,794
Amortization of debt discount, premium and issuance costs	3,849			4,027			3,849			4,027
Deferred income taxes	1,275			(4,428		)	1,275			(4,428		)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Accounts receivable	(84,249		)	(89,265		)	(84,249		)	(89,265		)
Other current assets	(2,935		)	(8,038		)	(2,935		)	(8,038		)
Other assets	(3,462		)	3,568			(3,462		)	3,568
Accounts payable	10,343			8,925			10,343			8,925
Accrued expenses	(14,086		)	707			(14,086		)	707
Income taxes	(878		)	18,416			(878		)	18,416
Net cash provided by operating activities	42,169			75,060			42,169			75,060

Investing activities
Purchases of property and equipment	(50,493		)	(68,912		)	(50,493		)	(68,912		)
Investment in businesses	(175		)	(855		)	(175		)	(855		)
Acquisition of businesses, net of cash acquired	(454		)	(1,047,997		)	(454		)	(1,047,997		)
Net cash used in investing activities	(51,122		)	(1,117,764		)	(51,122		)	(1,117,764		)

Financing activities
Borrowings on revolving facilities	515,000			660,000			515,000			660,000
Payments on revolving facilities	(425,000		)	(400,000		)	(425,000		)	(400,000		)
Payments on Select term loans	(33,994		)	(26,884		)	(33,994		)	(26,884		)
Issuance of 6.375% senior notes, includes premium	111,650			—			111,650			—
Proceeds from Concentra term loans, net of discounts	—			646,875			—			646,875
Borrowings of other debt	6,111			9,590			6,111			9,590
Principal payments on other debt	(7,049		)	(8,320		)	(7,049		)	(8,320		)
Debt issuance costs	(4,434		)	(23,300		)	(4,434		)	(23,300		)
Dividends paid to common stockholders	(27,153		)	(13,129		)	—			—
Dividends paid to Holdings	—			—			(154,653		)	(13,129		)
Repurchase of common stock	(127,500		)	—			—			—
Proceeds from issuance of common stock	5,297			1,325			—			—
Proceeds from issuance of non-controlling interest	—			217,065			—			217,065
Equity investment by Holdings	—			—			5,297			1,325
Proceeds from (repayments of) bank overdrafts	(3,314		)	5,590			(3,314		)	5,590
Tax benefit from stock based awards	—			11			—			11
Distributions to non-controlling interests	(1,840		)	(4,282		)	(1,840		)	(4,282		)
Net cash provided by financing activities	7,774			1,064,541			7,774			1,064,541

Net increase (decrease) in cash and cash equivalents	(1,179		)	21,837			(1,179		)	21,837

Cash and cash equivalents at beginning of period	4,319			3,354			4,319			3,354
Cash and cash equivalents at end of period	$	3,140		$	25,191		$	3,140		$	25,191

Supplemental Cash Flow Information
Cash paid for interest	$	39,107		$	39,932		$	39,107		$	39,932
Cash paid for taxes	$	45,471		$	32,702		$	45,471		$	32,702

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SELECT MEDICAL HOLDINGS CORPORATION AND SELECT MEDICAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) and Select Medical Corporation (“Select”) as of June 30, 2015, and for the three and six month periods ended June 30, 2014 and 2015, have been prepared in accordance with generally accepted accounting principles (“GAAP”). In the opinion of management, such information contains all adjustments, which are normal and recurring in nature, necessary for a fair statement of the financial position, results of operations, and cash flow for such periods. All significant intercompany transactions and balances have been eliminated. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2015. Holdings and Select, and their subsidiaries, are collectively referred to as the “Company.” The condensed consolidated financial statements of Holdings include the accounts of its wholly-owned subsidiary Select. Holdings conducts substantially all of its business through Select and its subsidiaries.

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted consistent with the rules and regulations of the Securities and Exchange Commission (the “SEC”), although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2015.

2. Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Redeemable Non-Controlling Interests

The interests held by other parties in subsidiaries, limited liability companies, and limited partnerships owned and controlled by the Company are generally reported as a component of stockholders’ equity. Some of those non-controlling interests consist of outside owners that have certain “put rights,” that are currently exercisable, and that, if exercised, require the Company to purchase the member’s non-controlling interest. These redeemable non-controlling interests that are currently redeemable, or considered probable of becoming redeemable, have been adjusted to their approximate redemption values, and are reported outside of the stockholders’ equity section. As of June 30, 2015 and December 31, 2014, the Company believes the redemption values of the non-controlling ownership interests approximates the fair value of those interests classified as redeemable non-controlling interests. The changes in the redeemable non-controlling interests amounts for the six months ended June 30, 2015 are as follows (in thousands):

Table of Contents

Balance at December 31, 2014 — redeemable non-controlling interests	$	10,985
Issuance of non-controlling interests in Concentra Group Holdings	217,065
Acquisition of Concentra Inc. non-controlling interests	28,865
Changes in the redemption amounts of non-controlling interests	1,274
Net loss attributable to non-controlling interests	(432		)
Distributions to non-controlling interests	(570		)
Balance at June 30, 2015 — redeemable non-controlling interests	$	257,187

3. Concentra Acquisition

On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with Welsh, Carson, Anderson & Stowe XII, L.P. (“WCAS”), consummated the acquisition of Concentra Inc. (“Concentra”), the indirect operating subsidiary of Concentra Group Holdings, LLC (“Group Holdings”), and its subsidiaries. Pursuant to the terms of the stock purchase agreement (the “Purchase Agreement”), dated as of March 22, 2015, by and among MJ Acquisition Corporation, Concentra and Humana Inc. (“Humana”), MJ Acquisition Corporation acquired 100% of the issued and outstanding equity securities of Concentra, from Humana for $1,045.3 million, net of $3.7 million of cash acquired.

Select entered into a Subscription Agreement (the “Subscription Agreement”), by and among Select, WCAS, Group Holdings and the other members of Group Holdings. Pursuant to the Subscription Agreement, Select purchased Class A equity interests of Group Holdings for an aggregate purchase price of $217.9 million, representing a majority (50.1%) of the voting equity interests in Group Holdings. WCAS and the other members purchased Class A interests of Group Holdings for an aggregate purchase price of $217.1 million, representing a 49.9% share of the voting equity interests of Group Holdings.

MJ Acquisition Corporation entered into the Concentra credit facilities (See Footnote 6) to fund a portion of the purchase price for all of the issued and outstanding stock of Concentra. Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower under the Concentra credit facilities.

Group Holdings contributed cash of $435.0 million, to MJ Acquisition Corporation. MJ Acquisition Corporation used the cash, together with $650.0 million in borrowings under the Concentra credit facilities, to pay the purchase price. Select owns 50.1% of the voting interests of Group Holdings, the indirect parent of Concentra. Concentra’s financial results are consolidated with Select’s as of June 1, 2015. Group Holdings issued a non-controlling interest valued at $217.1 million.

Concentra, formed in 1979, is one of the largest providers of occupational health, consumer health, physical therapy and veteran’s healthcare services in the United States based on the number of facilities. As of June 30, 2015, Concentra operated 300 freestanding medical centers in 38 states, 150 medical facilities located at the workplaces of Concentra’s employer customers and 30 Department of Veterans Affairs community-based outpatient clinics.

The Concentra acquisition is being accounted for under the provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations. The Company will allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The Company is in the process of completing its assessment of fair values for identifiable tangible and intangible assets, and liabilities assumed; therefore, the values set forth below are subject to adjustment during the measurement period for such activities as estimating useful lives of long-lived assets and finite lived intangibles and completing assessment of fair values by obtaining appraisals. The amount of these potential adjustments could be significant. The Company expects to complete its purchase price allocation activities by December 31, 2015.

Table of Contents

The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed, in accordance with the acquisition method of accounting (in thousands):

Cash and cash equivalents	$	3,772
Identifiable tangible assets, excluding cash and cash equivalents	389,782
Identifiable intangible assets	190,000
Goodwill	702,023
Total assets	1,285,577

Total current liabilities	91,557
Total non-current liabilities	112,601
Non-controlling interests	32,336
Total liabilities	236,494

Net assets acquired	1,049,083
Cash and cash equivalents acquired	(3,772		)
Net cash paid	$	1,045,311

Goodwill of $702.0 million has been preliminarily recognized in the transaction, representing the excess of the purchase price over the value of the tangible and intangible assets acquired and liabilities assumed. The goodwill has been pushed down to Concentra and is not deductible for tax purposes. However, prior to its acquisition by MJ Acquisition Corporation, Concentra completed certain acquisitions that resulted in goodwill with an estimated value of $21.1 million that is deductible for tax purposes, which the Company will deduct through 2025.

For the period of June 1, 2015 through June 30, 2015, Concentra contributed net revenue of $86.8 million and a net loss of approximately $0.4 million reflected in the Company’s Consolidated Statement of Operations. We incurred $4.7 million of acquisition costs for the period ended June 30, 2015. Acquisition costs consist of legal, advisory, and due diligence fees and expenses.

The following pro forma unaudited results of operations have been prepared assuming the acquisition of Concentra occurred January 1, 2014. These results are not necessarily indicative of results of future operations nor of the results that would have actually occurred had the acquisition been consummated January 1, 2014.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2015		2014		2015
	(in thousands, except per share amounts)

Net revenue	$	1,026,748	$	1,087,953	$	2,033,445	$	2,094,650
Net income	35,421		40,532		63,832		68,943
Income per common share:
Basic	$	0.27	$	0.31	$	0.47	$	0.53
Diluted	$	0.27	$	0.31	$	0.47	$	0.52

Table of Contents

The pro forma financial information is based on the preliminary allocation of the purchase price and therefore subject to adjustment upon finalizing the purchase price allocation during the measurement period. The net income tax impact was calculated at a statutory rate, as if Concentra had been a subsidiary of the company as of January 1, 2014.

Pro forma results for the three months ended June 30, 2015 were adjusted to include approximately $8.6 million of interest expense, an income tax benefit of approximately $1.8 million, approximately $0.3 million of rent expense, and approximately $0.1 million in net loss attributable to non-controlling interest. Results for the same period were also adjusted to exclude Concentra acquisition costs of $4.7 million and amortization expense of approximately $0.7 million.

Pro forma results for the three months ended June 30, 2014 were adjusted to include approximately $12.0 million of interest expense, approximately $1.4 million in net income attributable to non-controlling interest, an income tax benefit of approximately $1.3 million, and approximately $0.5 million of rent expense. Results for the same period were also adjusted to exclude amortization expense of approximately $1.0 million.

Pro forma results for the six months ended June 30, 2015 were adjusted to include approximately $20.5 million of interest expense, an income tax benefit of approximately $6.5 million, approximately $0.9 million of rent expense, and $0.8 million in net loss attributable to non-controlling interest. Results for the same period were also adjusted to exclude Concentra acquisition costs of $4.7 million and amortization expense of approximately $1.8 million.

Pro forma results for the six months ended June 30, 2014 were adjusted to include approximately $24.0 million of interest expense, $4.7 million of Concentra acquisition costs, an income tax benefit of approximately $5.0 million, approximately $2.0 million of net loss attributable to non-controlling interest, and approximately $0.9 million of rent expense. Results for the same period were also adjusted to exclude amortization expense of approximately $2.1 million.

4. Property and Equipment

Property and equipment consists of the following:

	December 31, 2014			June 30, 2015
	(in thousands)
Land	$	71,635		$	74,510
Leasehold improvements	155,648			274,606
Buildings and improvements	396,228			404,936
Furniture and equipment	272,919			360,632
Construction-in-progress	41,230			72,915
	937,660			1,187,599
Accumulated depreciation and amortization	(395,350		)	(416,189		)
Total property and equipment	$	542,310		$	771,410

Depreciation expense was $20.7 million and $17.1 million for the three months ended June 30, 2015 and 2014, respectively. Depreciation expense was $37.8 million and $33.2 million for the six months ended June 30, 2015 and 2014, respectively.

Table of Contents

5. Intangible Assets

The net carrying value of the Company’s goodwill and identifiable intangible assets consist of the following:

	December 31, 2014		June 30, 2015
	(in thousands)
Goodwill	$	1,642,083	$	2,353,975

Identifiable intangibles:
Trademarks	$	57,709	$	140,709
Certificates of need	12,727		12,884
Accreditations	2,083		2,083
Customer relationships	—		105,966
Total identifiable intangibles	$	72,519	$	261,642

The Company’s accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At June 30, 2015, the accreditations and trademarks have a weighted average time until next renewal of approximately 1.5 years and 4.5 years, respectively.

The changes in the carrying amount of goodwill for the Company’s reportable segments for the six months ended June 30, 2015 are as follows:

	Specialty Hospitals			Outpatient Rehabilitation		Concentra		Total
	(in thousands)
Balance as of December 31, 2014	$	1,335,460		$	306,623	$	—	$	1,642,083
Goodwill acquired	9,922			—		702,023		711,945
Measurement period adjustment	(53		)			—		(53		)
Balance as of June 30, 2015	$	1,345,329		$	306,623	$	702,023	$	2,353,975

Refer to Footnote 3 — Concentra Acquisition for details of the goodwill acquired during the period.

Table of Contents

6. Indebtedness

For purposes of this indebtedness footnote, references to Select exclude Concentra, because the Concentra credit facilities are non-recourse to Holdings and Select.

The components of long-term debt and notes payable are as follows:

	December 31, 2014		June 30, 2015
	(in thousands)
Select 6.375% senior notes(1)	$	711,465	$	711,350
Select credit facilities:
Select revolving facility	60,000		320,000
Select term loans(2)	775,996		749,823
Other - Select	5,515		15,554
Total Select debt	1,552,976		1,796,727
Less: Select current maturities	10,874		10,311
Select long-term debt maturities	$	1,542,102	$	1,786,416

Concentra credit facilities:
Concentra revolving facility			$	—
Concentra term loans(3)			646,908
Other - Concentra			5,132
Total Concentra debt			652,040
Less: Concentra current maturities			7,137
Concentra long-term debt maturities			$	644,903

Total current maturities	$	10,874	$	17,448
Total long-term debt maturities	1,542,102		2,431,319
Total debt	$	1,552,976	$	2,448,767

(1) Includes unamortized premium of $1.5 million and $1.4 million at December 31, 2014 and June 30, 2015, respectively.

(2) Includes unamortized discounts of $4.2 million and $3.5 million at December 31, 2014 and June 30, 2015, respectively.

(3) Includes unamortized discounts of $3.1 million at June 30, 2015.

Excess Cash Flow Payment

On March 4, 2015, Select made a principal prepayment of $26.9 million associated with the Select series D term loan and Select series E term loan (collectively, the “Select term loans”) in accordance with the provision in the Select credit facilities (as defined below) that requires mandatory prepayments of term loans as a result of annual excess cash flow as defined in the Select credit facilities.

Select revolving facility

On May 20, 2015 Select entered into an additional credit extension amendment of its revolving credit facility (the “Select revolving facility” and together with the Select term loans, the “Select credit facilities”) to obtain $100.0 million of incremental revolving commitments. The revolving commitments mature on March 1, 2018.

Table of Contents

Concentra credit facilities

Concentra first lien credit agreement

On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a first lien credit agreement (the “Concentra first lien credit agreement”). Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower. The Concentra first lien credit agreement provides for $500.0 million in first lien loans comprised of a $450.0 million, seven-year term loan (“Concentra first lien term loan”) and a $50.0 million, five-year revolving credit facility (“Concentra revolving facility”). The borrowings under the Concentra first lien credit agreement are guaranteed, on a first lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra first lien credit agreement and are not obligors with respect to Concentra’s debt under such agreement.

Borrowings under the Concentra first lien credit agreement will bear interest at a rate equal to:

· in the case of the Concentra first lien term loan, Adjusted LIBO (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00%); and

· in the case of the Concentra revolving facility, Adjusted LIBO plus a percentage ranging from 2.75% to 3.00%, or Alternate Base Rate plus a percentage ranging from 1.75% to 2.00%, in each case based on Concentra’s leverage ratio.

The Concentra first lien term loan will amortize in equal quarterly installments, in aggregate annual amounts equal to 0.25% of the original principal amount of the first lien term loan commencing on September 30, 2015. The balance of the Concentra first lien term loan will be payable on June 1, 2022. The Concentra revolving facility matures on June 1, 2020.

Concentra second lien credit agreement

On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a second lien credit agreement (the “Concentra second lien credit agreement” and, together with the Concentra first lien credit agreement, the “Concentra credit facilities”). Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower. The Concentra second lien credit agreement provides for a $200.0 million eight-year second lien term loan (“Concentra second lien term loan” and, together with the Concentra first lien term loans, the “Concentra term loans”). The borrowings under the Concentra second lien credit agreement are guaranteed, on a second lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra second lien credit agreement and are not obligors with respect to Concentra’s debt under such agreement.

Borrowings under the Concentra second lien term loan will bear interest at a rate equal to Adjusted LIBO Rate (as defined in the Concentra second lien credit agreement) plus 8.00% (subject to an Adjusted LIBO floor of 1.00%), or Alternate Base Rate (as defined in the Concentra second lien credit agreement) plus 7.00% (subject to an Alternate Base Rate floor of 2.00%).

In the event that, on or prior to June 1, 2016, Concentra prepays any of the Concentra second lien term loan to refinance such term loan, Concentra shall pay a premium of 2.00% of the aggregate principal amount of the Concentra second lien term loan prepaid and if Concentra prepays any of the Concentra second lien term loan to refinance such term loan on or prior to June 1, 2017, Concentra shall pay a premium of 1.00% of the

Table of Contents

aggregate principal amount of the Concentra second lien term loan prepaid. The Concentra second lien term loan will be payable on June 1, 2023.

Maturities of Long-Term Debt and Notes Payable

Maturities of the Company’s long-term debt for the period from July 1, 2015 through December 31, 2015 and the years after 2015 are approximately as follows and are presented including the discounts on Select term loans and premium on Select’s senior notes, and including the discounts on Concentra credit facilities:

	Select		Concentra		Total
	(in thousands)
July 1, 2015 — December 31, 2015	$	4,757	$	3,698	$	8,455
2016	282,135		5,504		287,639
2017	6,402		4,139		10,541
2018	790,645		4,151		794,796
2019	2,465		4,165		6,630
2020 and beyond	710,323		630,383		1,340,706
Total	$	1,796,727	$	652,040	$	2,448,767

Loss on Early Retirement of Debt

On March 4, 2014, Select amended the Select term loans under the Select credit facilities. During the six months ended June 30, 2014, the Company recognized a loss of $2.3 million for unamortized debt issuance costs, unamortized original issue discount and certain fees incurred related to the Select term loans modifications.

7. Fair Value

Financial instruments include cash and cash equivalents, notes payable, and long-term debt. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments.

The carrying value of the Select credit facilities was $836.0 million and $1,069.8 million at December 31, 2014 and June 30, 2015, respectively. The fair value of the Select credit facilities was $816.6 million and $1,049.7 million at December 31, 2014 and June 30, 2015, respectively. The fair value of the Select credit facilities was based on quoted market prices for this debt in the syndicated loan market.

The carrying value of Select’s 6.375% senior notes was $711.5 million and $711.4 million at December 31, 2014 and June 30, 2015, respectively. The fair value of Select’s 6.375% senior notes was $722.4 million and $711.8 million at December 31, 2014 and June 30, 2015, respectively. The fair value of this debt was based on quoted market prices.

The carrying value of the Concentra term loans, was $646.9 million at June 30, 2015. The fair value of the Concentra term loans, was $645.7 million at June 30, 2015. The fair value of Concentra term loans was based on quoted market prices for this debt in the syndicated loan market.

The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly which includes quoted prices for identical assets or liabilities in markets that are not active.

Table of Contents

8. Segment Information

The Company’s reportable segments consist of: (i) specialty hospitals, (ii) outpatient rehabilitation, and (iii) Concentra. Other activities include the Company’s corporate services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses. The outpatient rehabilitation reportable segment has two operating segments: outpatient rehabilitation clinics and contract therapy. These operating segments are aggregated for reporting purposes as they have common economic characteristics and provide a similar service to a similar patient base. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance of the segments based on Adjusted EBITDA. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, equity in earnings (losses) of unconsolidated subsidiaries, and other income (expense).

The following tables summarize selected financial data for the Company’s reportable segments. The segment results of Holdings are identical to those of Select.

	Three Months Ended June 30, 2014
	Specialty Hospitals		Outpatient Rehabilitation		Concentra(1)	Other			Total
	(in thousands)

Net operating revenues	$	557,833	$	214,798		$	131		$	772,762
Adjusted EBITDA	88,688		30,432			(17,766		)	101,354
Total assets	2,271,256		532,529			99,986			2,903,771
Capital expenditures	19,800		2,546			848			23,194

	Three Months Ended June 30, 2015
	Specialty Hospitals		Outpatient Rehabilitation		Concentra(1)		Other			Total
	(in thousands)

Net operating revenues	$	592,336	$	207,795	$	86,829	$	105		$	887,065
Adjusted EBITDA	91,447		28,722		11,199		(16,471		)	114,897
Total assets	2,372,723		538,586		1,320,941		109,085			4,341,335
Capital expenditures	31,042		3,103		3,854		3,065			41,064

	Six Months Ended June 30, 2014
	Specialty Hospitals		Outpatient Rehabilitation		Concentra(1)	Other			Total
	(in thousands)

Net operating revenues	$	1,122,458	$	412,648		$	234		$	1,535,340
Adjusted EBITDA	180,838		51,421			(34,077		)	198,182
Total assets	2,271,256		532,529			99,986			2,903,771
Capital expenditures	41,298		6,176			3,019			50,493

Table of Contents

	Six Months Ended June 30, 2015
	Specialty Hospitals		Outpatient Rehabilitation		Concentra(1)		Other			Total
	(in thousands)

Net operating revenues	$	1,191,117	$	404,238	$	86,829	$	224		$	1,682,408
Adjusted EBITDA	187,919		50,855		11,199		(36,136		)	213,837
Total assets	2,372,723		538,586		1,320,941		109,085			4,341,335
Capital expenditures	53,835		7,025		3,854		4,198			68,912

A reconciliation of Adjusted EBITDA to income before income taxes is as follows:

	Three Months Ended June 30, 2014
	Specialty Hospitals			Outpatient Rehabilitation			Concentra(1)	Other			Total
	(in thousands)
Adjusted EBITDA	$	88,688		$	30,432			$	(17,766	)
Depreciation and amortization	(13,067		)	(3,225		)		(904		)
Stock compensation expense	—			—				(1,965		)
Income (loss) from operations	$	75,621		$	27,207			$	(20,635	)	$	82,193
Equity in earnings of unconsolidated subsidiaries											1,239
Interest expense											(21,663		)
Income before income taxes											$	61,769

	Three Months Ended June 30, 2015
	Specialty Hospitals			Outpatient Rehabilitation			Concentra(1)			Other			Total
	(in thousands)
Adjusted EBITDA	$	91,447		$	28,722		$	11,199		$	(16,471	)
Depreciation and amortization	(13,404		)	(3,177		)	(4,194		)	(1,073		)
Stock compensation expense	—			—			—			(3,323		)
Concentra acquisition costs	—			—			(4,715		)	—
Income (loss) from operations	$	78,043		$	25,545		$	2,290		$	(20,867	)	$	85,011
Equity in earnings of unconsolidated subsidiaries													3,848
Interest expense													(25,288		)
Income before income taxes													$	63,571

Table of Contents

	Six Months Ended June 30, 2014
	Specialty Hospitals			Outpatient Rehabilitation			Concentra(1)	Other			Total
	(in thousands)
Adjusted EBITDA	$	180,838		$	51,421			$	(34,077	)
Depreciation and amortization	(25,162		)	(6,437		)		(1,826		)
Stock compensation expense	—			—				(4,120		)
Income (loss) from operations	$	155,676		$	44,984			$	(40,023	)	$	160,637
Loss on early retirement of debt											(2,277		)
Equity in earnings of unconsolidated subsidiaries											2,147
Interest expense											(42,279		)
Income before income taxes											$	118,228

	Six Months Ended June 30, 2015
	Specialty Hospitals			Outpatient Rehabilitation			Concentra(1)			Other			Total
	(in thousands)
Adjusted EBITDA	$	187,919		$	50,855		$	11,199		$	(36,136	)
Depreciation and amortization	(26,627		)	(6,317		)	(4,194		)	(2,058		)
Stock compensation expense	—			—			—			(5,650		)
Concentra acquisition costs	—			—			(4,715		)	—
Income (loss) from operations	$	161,292		$	44,538		$	2,290		$	(43,844	)	$	164,276
Equity in earnings of unconsolidated subsidiaries													6,440
Interest expense													(46,676		)
Income before income taxes													$	124,040

(1) The selected financial data for the Company’s Concentra segment for the periods presented begins as of June 1, 2015, which is the date the Concentra acquisition was consummated.

Table of Contents

9. Income per Common Share

Holdings applies the two-class method for calculating income per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of stock participation rights in undistributed earnings. The following table sets forth for the periods indicated the calculation of income per common share in Holdings’ consolidated statement of operations and the differences between basic weighted average shares outstanding and diluted weighted average shares outstanding used to compute basic and diluted income per common share, respectively:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2014		2015		2014		2015
	(in thousands, except per share amounts)
Numerator:
Net income attributable to Select Medical Holdings Corporation	$	35,341	$	36,940	$	68,385	$	72,003
Less: Earnings allocated to unvested restricted stockholders	919		1,011		1,683		1,984
Net income available to common stockholders	$	34,422	$	35,929	$	66,702	$	70,019

Denominator:
Weighted average shares — basic	127,038		127,674		131,266		127,620
Effect of dilutive securities:
Stock options	503		335		500		324
Weighted average shares — diluted	127,541		128,009		131,766		127,944

Basic income per common share	$	0.27	$	0.28	$	0.51	$	0.55
Diluted income per common share	$	0.27	$	0.28	$	0.51	$	0.55

10. Commitment and Contingencies

Leases

The Company leases facilities and equipment from unrelated parties under operating leases. Minimum future lease obligations on long-term non-cancelable operating leases in effect at June 30, 2015 are approximately as follows:

	Select		Concentra		Total
	(in thousands)
July 1, 2015 — December 31, 2015	$	70,816	$	29,440	$	100,256
2016	132,631		53,064		185,695
2017	110,992		46,927		157,919
2018	87,512		38,276		125,788
2019	67,736		30,806		98,542
Thereafter	328,512		78,008		406,520
	$	798,199	$	276,521	$	1,074,720

Table of Contents

Total rent expense for operating leases, including cancelable leases, for the three months ended June 30, 2015 and 2014 was $49.0 million, including $4.6 million for Concentra, and $42.2 million, respectively. Total rent expense for operating leases, including cancelable leases, for the six months ended June 30, 2015 and 2014 was $93.3 million, including $4.6 million for Concentra, and $83.8 million, respectively.

Property rent expense to unrelated parties for the three months ended June 30, 2015 and 2014 was $36.5 million, including $4.5 million for Concentra, and $31.0 million, respectively. Property rent expense to unrelated parties for the six months ended June 30, 2015 and 2014 was $68.8 million, including $4.5 million for Concentra, and $61.6 million, respectively.

Construction Commitments

At June 30, 2015, the Company had outstanding commitments under construction contracts related to new construction, improvements and renovations at the Company’s long term acute care properties, inpatient rehabilitation facilities, and Concentra facilities totaling approximately $63.9 million.

Other

A subsidiary of the Company has entered into a naming, promotional, and sponsorship agreement with a NFL team for the team’s headquarters complex that requires a payment of $3.0 million in 2015, of which $1.5 million has been paid as of June 30, 2015. Each successive annual payment increases by 2.3% through 2025. The naming, promotional, and sponsorship agreement is in effect until 2025.

Litigation

The Company is a party to various legal actions, proceedings and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

To address claims arising out of our operations, we maintain professional malpractice liability insurance and general liability insurance, subject to self-insured retention of $2.0 million per medical incident for professional liability claims and $2.0 million per occurrence for general liability claims. The Company also maintains umbrella liability insurance covering claims which, due to their nature or amount, are not covered by or not fully covered by the Company’s other insurance policies. These insurance policies also do not generally cover punitive damages and are subject to various deductibles and policy limits. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities. In the Company’s opinion, the outcome of these actions, individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations, or cash flows.

Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal (hence, usually unknown to the defendant) for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. The Company is and has

Table of Contents

been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future.

On January 8, 2013, a federal magistrate judge unsealed an Amended Complaint in United States of America and the State of Indiana, ex rel. Doe I, Doe II and Doe III v. Select Medical Corporation, Select Specialty Hospital — Evansville, LLC (“SSH-Evansville”), Evansville Physician Investment Corporation, Dr. Richard Sloan and Dr. Jeffrey Selby. The Amended Complaint, which was served on the Company on February 15, 2013, is a civil action filed under seal on September 28, 2012 in the United States District Court for the Southern District of Indiana by private plaintiff-relators on behalf of the United States and the State of Indiana under the federal False Claims Act and Indiana False Claims and Whistleblower Protection Act. Although the Amended Complaint identified the relators by fictitious pseudonyms, on March 28, 2013, the relators filed a Notice identifying themselves as the former CEO at SSH-Evansville and two former case managers at SSH-Evansville. The named defendants currently include the Company, SSH-Evansville and one physician who practices at SSH-Evansville. All deadlines in the case had been stayed once the seal was lifted in order to allow the government time to complete its investigation and to decide whether or not to intervene. On June 19, 2015, the Department of Justice notified the United States District Court for the Southern District of Indiana of its decision not to intervene in the case. At this time, the Company is unable to predict the timing and outcome of this matter.

On July 13, 2015, the federal District Court for the Eastern District of Tennessee unsealed a qui tam Complaint in Armes v. Garman, et al, No. 3:14-cv-00172-TAV-CCS, which named as defendants Select, Select Specialty Hospital — Knoxville, Inc. (“SSH-Knoxville”), Select Specialty Hospital — North Knoxville, Inc. and ten current or former employees of these facilities. The Complaint was unsealed after the United States and the State of Tennessee notified the Court on July 13, 2015 that each had decided not to intervene in the case. The Complaint, which has not yet been served on the Company, is a civil action that was filed under seal on April 29, 2014 by a respiratory therapist formerly employed at SSH-Knoxville. The Complaint alleges violations of the federal False Claims Act and the Tennessee Medicaid False Claims Act based on extending patient stays to increase reimbursement and to increase average length of stay; artificially prolonging the lives of patients to increase Medicare reimbursements and decrease inspections; admitting patients who do not require medically necessary care; performing unnecessary procedures and services; and delaying performance of procedures to increase billing. The Company intends to vigorously defend this action if the relator pursues it, but at this time the Company is unable to predict the timing and outcome of this matter.

11. Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes

Select’s 6.375% senior notes are fully and unconditionally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly-owned subsidiaries (the “Subsidiary Guarantors”) which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the “Non-Guarantor Subsidiaries,” including Group Holdings and its subsidiaries, which were designated as Non-Guarantor subsidiaries by Select’s board of directors at the closing of the Concentra acquisition, the “Non-Guarantor Concentra”).

Table of Contents

Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries, and Non-Guarantor Concentra at December 31, 2014 and June 30, 2015, and for the three and six months ended June 30, 2014 and 2015.

The equity method has been used by Select with respect to investments in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in Non-Guarantor Subsidiaries. Separate financial statements for Subsidiary Guarantors are not presented.

During the year ended December 31, 2014, the Company purchased the remaining outstanding non-controlling interest in a specialty hospital business changing the entity from a non-guarantor subsidiary to a guarantor subsidiary. The three and six months ended June 30, 2014 have been retrospectively revised based on the guarantor structure that has existed since December 31, 2014.

Table of Contents

Select Medical Corporation

Condensed Consolidating Balance Sheet

June 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	( in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	3,071		$	2,942		$	390	$	18,788		$	—		$	25,191
Accounts receivable, net	—			431,473			81,872		120,276			—			633,621
Current deferred tax asset	9,023			1,548			3,612		3,172			—			17,355
Intercompany receivables	—			1,884,180			135,976		—			(2,020,156		)(a)	—
Other current assets	12,776			31,514			3,882		29,981			—			78,153
Total Current Assets	24,870			2,351,657			225,732		172,217			(2,020,156		)	754,320

Property and equipment, net	31,700			485,017			56,233		198,460			—			771,410
Investment in affiliates	4,050,979			90,368			—		—			(4,141,347		)(b) (c)	—
Goodwill	—			1,651,952			—		702,023			—			2,353,975
Non-current deferred tax asset	15,812			—			—		—			(15,812		)(d)	—
Other identifiable intangibles	—			72,676			—		188,966			—			261,642
Other assets	29,010			110,967			736		59,275			—			199,988

Total Assets	$	4,152,371		$	4,762,637		$	282,701	$	1,320,941		$	(6,177,315	)	$	4,341,335

Liabilities and Equity
Current Liabilities:
Bank overdrafts	$	27,337		$	—		$	—	$	—		$	—		$	27,337
Current portion of long-term debt and notes payable	8,430			1,713			168		7,137			—			17,448
Accounts payable	9,039			79,433			12,145		4,752			—			105,369
Intercompany payables	1,884,180			135,976			—		—			(2,020,156		)(a)	—
Accrued payroll	10,893			71,334			238		40,242			—			122,707
Accrued vacation	5,717			52,034			9,843		8,668			—			76,262
Accrued interest	11,121			24			—		3,007			—			14,152
Accrued other	40,293			37,388			9,345		35,775			—			122,801
Income taxes payable	2,303			(817		)	—		817			—			2,303
Total Current Liabilities	1,999,313			377,085			31,739		100,398			(2,020,156		)	488,379

Long-term debt, net of current portion	1,293,955			399,459			93,001		644,904			—			2,431,319
Non-current deferred tax liability	—			111,405			7,375		64,940			(15,812		)(d)	167,908
Other non-current liabilities	53,170			40,661			4,804		43,748			—			142,383

Total Liabilities	3,346,438			928,610			136,919		853,990			(2,035,968		)	3,229,989

Redeemable non-controlling interests	—			—			12,731		244,456			—			257,187

Stockholder’s Equity:
Common stock	0			—			—		—			—			0
Capital in excess of par	894,225			—			—		—			—			894,225
Retained earnings (accumulated deficit)	(88,292		)	1,142,407			7,227		(408		)	(1,149,226		)(c)	(88,292		)
Subsidiary investment	—			2,691,620			82,566		217,935			(2,992,121		)(b)	—
Total Select Medical Corporation Stockholder’s Equity	805,933			3,834,027			89,793		217,527			(4,141,347		)	805,933

Non-controlling interests	—			—			43,258		4,968			—			48,226
Total Equity	805,933			3,834,027			133,051		222,495			(4,141,347		)	854,159

Total Liabilities and Equity	$	4,152,371		$	4,762,637		$	282,701	$	1,320,941		$	(6,177,315	)	$	4,341,335

(a) Elimination of intercompany.

(b) Elimination of investments in consolidated subsidiaries.

(d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Net operating revenues	$	105		$	675,847		$	124,284		$	86,829		$	—		$	887,065

Costs and expenses:
Cost of services	574			564,198			104,355			74,752			—			743,879
General and administrative	19,467			(141		)	—			4,715			—			24,041
Bad debt expense	—			9,244			2,164			878			—			12,286
Depreciation and amortization	1,073			13,909			2,672			4,194			—			21,848
Total costs and expenses	21,114			587,210			109,191			84,539			—			802,054

Income (loss) from operations	(21,009		)	88,637			15,093			2,290			—			85,011

Other income and expense:
Intercompany interest and royalty fees	(311		)	305			6			—			—			—
Intercompany management fees	(2,167		)	8,449			(6,282		)	—			—			—
Equity in earnings of unconsolidated subsidiaries	—			3,828			20			—			—			3,848
Interest expense	(14,280		)	(6,081		)	(1,558		)	(3,369		)	—			(25,288		)

Income (loss) from operations before income taxes	(37,767		)	95,138			7,279			(1,079		)	—			63,571

Income tax expense (benefit)	(13,338		)	38,520			(970		)	(695		)	—			23,517
Equity in earnings of subsidiaries	61,369			5,012			—			—			(66,381		)(a)	—

Net income (loss)	36,940			61,630			8,249			(384		)	(66,381		)	40,054

Less: Net income attributable to non-controlling interests	—			—			3,090			24			—			3,114

Net income (loss) attributable to Select Medical Corporation	$	36,940		$	61,630		$	5,159		$	(408	)	$	(66,381	)	$	36,940

(a) Elimination of equity in earnings of subsidiaries.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Non-Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Net operating revenues	$	224		$	1,349,596		$	245,759		$	86,829		$	—		$	1,682,408

Costs and expenses:
Cost of services	1,010			1,125,291			207,211			74,752			—			1,408,264
General and administrative	41,218			(217		)	—			4,715			—			45,716
Bad debt expense	—			18,717			5,361			878			—			24,956
Depreciation and amortization	2,058			27,681			5,263			4,194			—			39,196
Total costs and expenses	44,286			1,171,472			217,835			84,539			—			1,518,132

Income (loss) from operations	(44,062		)	178,124			27,924			2,290			—			164,276

Other income and expense:
Intercompany interest and royalty fees	(597		)	585			12			—			—			—
Intercompany management fees	39,287			(26,798		)	(12,489		)	—			—			—
Equity in earnings of unconsolidated subsidiaries	—			6,399			41			—			—			6,440
Interest expense	(28,181		)	(12,084		)	(3,042		)	(3,369		)	—			(46,676		)

Income (loss) from operations before income taxes	(33,553		)	146,226			12,446			(1,079		)	—			124,040

Income tax expense (benefit)	(11,936		)	60,566			(1,234		)	(695		)	—			46,701
Equity in earnings of subsidiaries	93,620			8,292			—			—			(101,912		)(a)	—

Net income (loss)	72,003			93,952			13,680			(384		)	(101,912		)	77,339

Less: Net income attributable to non-controlling interests	—			—			5,312			24			—			5,336

Net income (loss) attributable to Select Medical Corporation	$	72,003		$	93,952		$	8,368		$	(408	)	$	(101,912	)	$	72,003

(a) Elimination of equity in earnings of subsidiaries.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2015

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Non- Guarantor Concentra			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Operating activities
Net income (loss)	$	72,003		$	93,952		$	13,680		$	(384	)	$	(101,912	)(a)	$	77,339
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Distributions from unconsolidated subsidiaries	—			—			52			—			—			52
Depreciation and amortization	2,058			27,681			5,263			4,194			—			39,196
Provision for bad debts	—			18,717			5,361			878			—			24,956
Equity in earnings of unconsolidated subsidiaires	—			(6,399		)	(41		)	—			—			(6,440		)
Loss from disposal of assets	—			251			—			—			—			251
Non-cash stock compensation expense	5,794			—			—			—			—			5,794
Amortization of debt discount and issuance costs	3,717			—			—			310			—			4,027
Deferred income taxes	(4,428		)	—			—			—			—			(4,428		)
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(93,620		)	(8,292		)	—			—			101,912		(a)	—
Accounts receivable	—			(73,409		)	(19,744		)	3,888			—			(89,265		)
Other current assets	(4,916		)	1,416			1,481			(6,019		)	—			(8,038		)
Other assets	3,453			(96		)	211			—			—			3,568
Accounts payable	(846		)	7,731			(2,198		)	4,238			—			8,925
Accrued expenses	(4,099		)	2,899			1,907			—			—			707
Income taxes	19,111			—			—			(695		)	—			18,416
Net cash provided by (used in) operating activities	(1,773		)	64,451			5,972			6,410			—			75,060

Investing activities
Purchases of property and equipment	(4,525		)	(56,763		)	(3,770		)	(3,854		)	—			(68,912		)
Investment in businesses	—			(855		)	—			—			—			(855		)
Acquisition of businesses, net of cash acquired	—			—			(2,686		)	(1,045,311		)	—			(1,047,997		)
Net cash used in investing activities	(4,525		)	(57,618		)	(6,456		)	(1,049,165		)	—			(1,117,764		)

Financing activities
Borrowings on revolving facilities	650,000			—			—			10,000			—			660,000
Payments on revolving facilities	(390,000		)	—			—			(10,000		)	—			(400,000		)
Payments on Select term loans	(26,884		)	—			—			—			—			(26,884		)
Proceeds from Concentra term loans, net of discounts	—			—			—			646,875			—			646,875
Borrowings of other debt	6,486			—			96			3,008			—			9,590
Principal payments on other debt	(6,591		)	(1,296		)	(393		)	(40		)	—			(8,320		)
Debt issuance costs	—			—			—			(23,300		)	—			(23,300		)
Proceeds from bank overdrafts	5,590			—			—			—			—			5,590
Equity investment by Holdings	1,325			—			—			—			—			1,325
Dividends paid to Holdings	(13,129		)	—			—			—			—			(13,129		)
Intercompany	(217,509		)	(5,049		)	4,623			217,935			—			—
Proceeds from issuance of non-controlling interests	—			—			—			217,065			—			217,065
Tax benefit from stock based awards	11			—			—			—			—			11
Distributions to non-controlling interests	—			—			(4,282		)	—			—			(4,282		)
Net cash provided by (used in) financing activities	9,299			(6,345		)	44			1,061,543			—			1,064,541

Net increase (decrease) in cash and cash equivalents	3,001			488			(440		)	18,788			—			21,837

Cash and cash equivalents at beginning of period	70			2,454			830			—			—			3,354
Cash and cash equivalents at end of period	$	3,071		$	2,942		$	390		$	18,788		$	—		$	25,191

(a) Elimination of equity in earnings of consolidated subsidiaries.

Table of Contents

Select Medical Corporation

Condensed Consolidating Balance Sheet

December 31, 2014

	Select (Parent Company Only)			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated Select Medical Corporation
	( in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	70		$	2,454	$	830	$	—		$	3,354
Accounts receivable, net	—			376,780		67,489		—			444,269
Current deferred tax asset	10,186			2,458		3,347		—			15,991
Prepaid income taxes	17,888			—		—		—			17,888
Intercompany receivables	—			1,698,600		121,447		(1,820,047		)(a)	—
Other current assets	7,860			32,919		5,363		—			46,142
Total Current Assets	36,004			2,113,211		198,476		(1,820,047		)	527,644

Property and equipment, net	17,521			468,138		56,651		—			542,310
Investment in affiliates	3,725,915			82,514		—		(3,808,429		)(b) (c)	—
Goodwill	—			1,642,083		—		—			1,642,083
Non-current deferred tax asset	11,230			—		—		(11,230		)(d)	—
Other identifiable intangibles	—			72,519		—		—			72,519
Other assets	32,463			106,843		947		—			140,253

Total Assets	$	3,823,133		$	4,485,308	$	256,074	$	(5,639,706	)	$	2,924,809

Liabilities and Equity
Current Liabilities:
Bank overdrafts	$	21,746		$	—	$	—	$	—		$	21,746
Current portion of long-term debt and notes payable	8,496			1,844		534		—			10,874
Accounts payable	9,885			84,304		14,343		—			108,532
Intercompany payables	1,820,047			—		—		(1,820,047		)(a)	—
Accrued payroll	17,410			79,435		245		—			97,090
Accrued vacation	5,070			49,315		8,747		—			63,132
Accrued interest	10,596			78		—		—			10,674
Accrued other	39,801			34,107		8,468		—			82,376
Total Current Liabilities	1,933,051			249,083		32,337		(1,820,047		)	394,424

Long-term debt, net of current portion	1,098,151			364,794		79,157		—			1,542,102
Non-current deferred tax liability	—			112,013		8,420		(11,230		)(d)	109,203
Other non-current liabilities	52,416			35,576		4,863		—			92,855

Total Liabilities	3,083,618			761,466		124,777		(1,831,277		)	2,138,584

Redeemable non-controlling interests	—			—		10,985		—			10,985

Stockholder’s Equity:
Common stock	0			—		—		—			0
Capital in excess of par	885,407			—		—		—			885,407
Retained earnings (accumulated deficit)	(145,892		)	1,048,455		8,366		(1,056,821		)(c)	(145,892		)
Subsidiary investment	—			2,675,387		76,221		(2,751,608		)(b)	—
Total Select Medical Corporation Stockholder’s Equity	739,515			3,723,842		84,587		(3,808,429		)	739,515

Non-controlling interests	—			—		35,725		—			35,725
Total Equity	739,515			3,723,842		120,312		(3,808,429		)	775,240

Total Liabilities and Equity	$	3,823,133		$	4,485,308	$	256,074	$	(5,639,706	)	$	2,924,809

(a) Elimination of intercompany.

(b) Elimination of investments in consolidated subsidiaries.

(d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2014

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Net operating revenues	$	131		$	668,249		$	104,382		$	—		$	772,762

Costs and expenses:
Cost of services	485			553,733			88,663			—			642,881
General and administrative	19,331			46			—			—			19,377
Bad debt expense	—			9,729			1,386			—			11,115
Depreciation and amortization	904			13,861			2,431			—			17,196
Total costs and expenses	20,720			577,369			92,480			—			690,569

Income (loss) from operations	(20,589		)	90,880			11,902			—			82,193

Other income and expense:
Intercompany interest and royalty fees	(266		)	258			8			—			—
Intercompany management fees	34,799			(29,474		)	(5,325		)	—			—
Equity in earnings of unconsolidated subsidiaries	—			1,226			13			—			1,239
Interest expense	(14,526		)	(6,074		)	(1,063		)	—			(21,663		)

Income (loss) from operations before income taxes	(582		)	56,816			5,535			—			61,769

Income tax expense	340			23,101			334			—			23,775
Equity in earnings of subsidiaries	36,263			2,993			—			(39,256		)(a)	—

Net income	35,341			36,708			5,201			(39,256		)	37,994

Less: Net income attributable to non-controlling interests	—			395			2,258			—			2,653

Net income attributable to Select Medical Corporation	$	35,341		$	36,313		$	2,943		$	(39,256	)	$	35,341

(a) Elimination of equity in earnings of subsidiaries.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2014

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Net operating revenues	$	234		$	1,328,566		$	206,540		$	—		$	1,535,340

Costs and expenses:
Cost of services	930			1,103,957			176,758			—			1,281,645
General and administrative	38,643			(1,143		)	—			—			37,500
Bad debt expense	—			19,046			3,087			—			22,133
Depreciation and amortization	1,827			26,909			4,689			—			33,425
Total costs and expenses	41,400			1,148,769			184,534			—			1,374,703

Income (loss) from operations	(41,166		)	179,797			22,006			—			160,637

Other income and expense:
Intercompany interest and royalty fees	(548		)	543			5			—			—
Intercompany management fees	73,667			(63,415		)	(10,252		)	—			—
Equity in earnings of unconsolidated subsidiaries	—			2,113			34			—			2,147
Loss on early retirement of debt	(2,277		)	—			—						(2,277		)
Interest expense	(28,322		)	(11,906		)	(2,051		)	—			(42,279		)

Income from operations before income taxes	1,354			107,132			9,742			—			118,228

Income tax expense	1,265			44,063			539			—			45,867
Equity in earnings of subsidiaries	68,296			5,330			—			(73,626		)(a)	—

Net income	68,385			68,399			9,203			(73,626		)	72,361

Less: Net income attributable to non-controlling interests	—			448			3,528			—			3,976

Net income attributable to Select Medical Corporation	$	68,385		$	67,951		$	5,675		$	(73,626	)	$	68,385

(a) Elimination of equity in earnings of subsidiaries.

Table of Contents

Select Medical Corporation

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2014

(unaudited)

	Select (Parent Company Only)			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated Select Medical Corporation
	(in thousands)

Operating activities
Net income	$	68,385		$	68,399		$	9,203		$	(73,626	)(a)	$	72,361
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,827			26,909			4,689			—			33,425
Provision for bad debts	—			19,046			3,087			—			22,133
Equity in earnings of unconsolidated subsidiaires	—			(2,113		)	(34		)	—			(2,147		)
Loss on early retirement of debt	2,277			—			—			—			2,277
Loss from disposal or sale of assets	—			28			115			—			143
Non-cash stock compensation expense	4,120			—			—			—			4,120
Amortization of debt discount, premium and issuance costs	3,849			—			—			—			3,849
Deferred income taxes	1,275			—			—			—			1,275
Changes in operating assets and liabilities, net of effects from acquisition of businesses:
Equity in earnings of subsidiaries	(68,296		)	(5,330		)	—			73,626		(a)	—
Accounts receivable	—			(75,228		)	(9,021		)	—			(84,249		)
Other current assets	251			(3,210		)	24			—			(2,935		)
Other assets	(2,388		)	(1,098		)	24			—			(3,462		)
Accounts payable	4,074			6,764			(495		)	—			10,343
Accrued expenses	(11,570		)	(2,924		)	408			—			(14,086		)
Income taxes	(878		)	—			—			—			(878		)
Net cash provided by operating activities	2,926			31,243			8,000			—			42,169

Investing activities
Purchases of property and equipment	(3,019		)	(42,423		)	(5,051		)	—			(50,493		)
Investment in businesses, net of distributions	—			(175		)	—			—			(175		)
Acquisition of businesses, net of cash acquired	—			(454		)	—			—			(454		)
Net cash used in investing activities	(3,019		)	(43,052		)	(5,051		)	—			(51,122		)

Financing activities
Borrowings on revolving facility	515,000			—			—			—			515,000
Payments on revolving facility	(425,000		)	—			—			—			(425,000		)
Payments on Select term loans	(33,994		)	—			—			—			(33,994		)
Issuance of 6.375% senior notes, includes premium	111,650			—			—			—			111,650
Borrowings of other debt	6,111			—			—			—			6,111
Principal payments on other debt	(5,046		)	(173		)	(1,830		)	—			(7,049		)
Debt issuance costs	(4,434		)	—			—			—			(4,434		)
Repayments of bank overdrafts	(3,314		)	—			—			—			(3,314		)
Equity investment by Holdings	5,297			—			—			—			5,297
Dividends paid to Holdings	(154,653		)	—			—			—			(154,653		)
Intercompany	(11,525		)	10,892			633			—			—
Distributions to non-controlling interests	—			—			(1,840		)	—			(1,840		)
Net cash provided by (used in) financing activities	92			10,719			(3,037		)	—			7,774

Net decrease in cash and cash equivalents	(1		)	(1,090		)	(88		)	—			(1,179		)

Cash and cash equivalents at beginning of period	71			3,098			1,150			—			4,319
Cash and cash equivalents at end of period	$	70		$	2,008		$	1,062		$	—		$	3,140

(a) Elimination of equity in earnings of consolidated subsidiaries.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion together with our unaudited condensed consolidated financial statements and accompanying notes.

Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

· changes in government reimbursement for our services due to the implementation of healthcare reform legislation, deficit reduction measures, and/or new payment policies (including, for example, the expiration of the moratorium limiting the full application of the 25 Percent Rule that would reduce our Medicare payments for those patients admitted to a long term acute care hospital from a referring hospital in excess of an applicable percentage admissions threshold) may result in a reduction in net operating revenues, an increase in costs and a reduction in profitability;

· the impact of the Bipartisan Budget Act of 2013 (“BBA of 2013”), which establishes new payment limits for Medicare patients who do not meet specified criteria, may result in a reduction in net operating revenues and profitability of our long term acute care hospitals (“LTCHs”);

· the failure of our specialty hospitals to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;

· the failure of our facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our net operating revenues and profitability to decline;

· a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

· acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;

Table of Contents

· our plans and expectations related to the Concentra acquisition, including expectations regarding the expected capital expenditures related to the acquisition, and our ability to realize anticipated synergies;

· private third-party payors for our services may undertake future cost containment initiatives that could limit our future net operating revenues and profitability;

· the failure to maintain established relationships with the physicians in the areas we serve could reduce our net operating revenues and profitability;

· shortages in qualified nurses, therapists, physicians, or other licensed providers could increase our operating costs significantly or limit our ability to staff our facilities;

· competition may limit our ability to grow and result in a decrease in our net operating revenues and profitability;

· the loss of key members of our management team could significantly disrupt our operations;

· the effect of claims asserted against us could subject us to substantial uninsured liabilities; and

· other factors discussed from time to time in our filings with the SEC, including factors discussed under the heading “Risk Factors” of this quarterly report on Form 10-Q and for the year ended December 31, 2014 contained in our annual report on Form 10-K with the SEC on February 25, 2015.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to securities analysts any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any securities analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.

Table of Contents

Overview

We began operations in 1997 and have grown to be one of the largest operators of specialty hospitals and outpatient rehabilitation clinics in the United States based on number of facilities. On June 1, 2015, a joint venture created by Select and WCAS consummated the acquisition of Concentra, which provides occupational health, consumer health, physical therapy, and veteran’s healthcare services throughout the United States. As of June 30, 2015, we operated 128 specialty hospitals in 28 states, and 1,028 outpatient rehabilitation clinics in 31 states and the District of Columbia. Through our contract therapy business we provide medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools, and work sites. Concentra operated 300 centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. As of June 30, 2015, we had operations in 46 states and the District of Columbia.

We manage our Company through three business segments, our specialty hospital segment, our outpatient rehabilitation segment, and as of June 1, 2015, the Concentra segment. The statistics related to the operation of the Concentra segment, and used for calculations in our discussion and analysis of our financial condition and results of operations for the period discussed herein, began as of June 1, 2015, which is the date the Concentra acquisition was consummated. We had net operating revenues of $1,682.4 million for the six months ended June 30, 2015. Of this total, we earned approximately 71% of our net operating revenues from our specialty hospitals segment, approximately 24% from our outpatient rehabilitation segment, and approximately 5% from the Concentra segment. Our specialty hospital segment consists of hospitals designed to serve the needs of long term stay acute patients and hospitals designed to serve patients that require intensive medical rehabilitation care. Patients are typically admitted to our specialty hospitals from general acute care hospitals. These patients have specialized needs, and serious and often complex medical conditions such as respiratory failure, neuromuscular disorders, traumatic brain and spinal cord injuries, strokes, non-healing wounds, cardiac disorders, renal disorders, and cancer. Our outpatient rehabilitation segment consists of clinics and contract therapy that provide physical, occupational, and speech rehabilitation services. Our outpatient rehabilitation patients are typically diagnosed with musculoskeletal impairments that restrict their ability to perform normal activities of daily living. The Concentra segment consists of medical centers and contract services provided at employer worksites and Department of Veterans Affairs community-based outpatient clinics that deliver occupational medicine, urgent care, physical therapy, and wellness services.

Significant Events

Concentra Transaction

On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with WCAS, consummated the acquisition of Concentra. Pursuant to the terms of the Purchase Agreement, MJ Acquisition Corporation acquired 100% of the issued and outstanding equity securities of Concentra, from Humana for $1,045.3 million, net of $3.7 million of cash acquired. Select used borrowings under the Select revolving facility to fund its portion of the equity contribution to Group Holdings in an aggregate amount equal to $217.9 million. Group Holdings contributed those funds along with $217.1 million of equity contributions of its other members to MJ Acquisition Corporation, which used the funds, together with the borrowings under the Concentra credit facilities to pay the purchase price to Humana. The Concentra credit facilities consist of the Concentra first lien credit agreement and the Concentra second lien credit agreement. The Concentra first lien credit agreement provides for $500.0 million in first lien loans composed of a $450.0 million, seven-year term loan and a $50.0 million, five-year revolving credit facility. The $450.0 million Concentra first lien term loan was issued with a discount of $1.1 million resulting in proceeds of $448.9 million.

Table of Contents

The Concentra second lien credit agreement provides for a $200.0 million eight-year second lien term loan. The $200.0 million Concentra second lien term loan was issued with a discount of $2.0 million resulting in proceeds of $198.0 million.

Group Holdings is the indirect parent company of Concentra, the surviving entity of the merger between MJ Acquisition Corporation and Concentra. Select owns 50.1% of the voting equity interests of Group Holdings. Concentra’s financial results are consolidated with Select’s as of June 1, 2015.

Our acquisition costs related to the acquisition of Concentra were $4.7 million and are included in general and administrative expenses for the three and six month periods ended June 30, 2015. Concentra incurred $23.3 million of debt issuance costs related to the Concentra credit facilities through June 30, 2015. The original issue discounts and debt issuance costs associated with the Concentra term loans are being amortized in interest expense beginning June 1, 2015 using the interest method which will continue over the total term of each respective facility.

Select Revolving Credit Extension to $450.0 Million

On May 20, 2015, Select entered into an additional credit extension amendment to the Select credit facilities. Pursuant to the terms and conditions of the additional credit extension amendment, the lenders named therein committed an additional $100.0 million in incremental revolving commitments that mature on March 1, 2018. All other material terms and conditions applicable to the Select revolving facility commitments are applicable to incremental revolving commitments created under the additional credit extension amendment.

New Specialty Hospital Start-up Operating Expenses

Select is developing several new specialty hospitals resulting in start-up costs which have the effect of increasing our operating expenses. Adjusted EBITDA start-up losses were $3.3 million for the three months ended June 30, 2015, compared to $3.9 million for the three months ended June 30, 2014. Adjusted EBITDA start-up losses were $8.8 million for the six months ended June 30, 2015, compared to $4.6 million for the six months ended June 30, 2014.

Summary Financial Results

Three Months Ended June 30, 2015

For the three months ended June 30, 2015, our net operating revenues increased 14.8% to $887.1 million, compared to $772.8 million for the three months ended June 30, 2014. We had income from operations of $85.0 million for the three months ended June 30, 2015, compared to $82.2 million for the three months ended June 30, 2014. Net income attributable to Holdings was $36.9 million for the three months ended June 30, 2015, compared to $35.3 million for the three months ended June 30, 2014. Our Adjusted EBITDA for the three months ended June 30, 2015 increased 13.4% to $114.9 million, compared to $101.4 million for the three months ended June 30, 2014 and our Adjusted EBITDA margin was 13.0% for the three months ended June 30, 2015, compared to 13.1% for the three months ended June 30, 2014. See the section titled “ Results of Operations ” for a reconciliation of net income to Adjusted EBITDA.

Six Months Ended June 30, 2015

For the six months ended June 30, 2015, our net operating revenues increased 9.6% to $1,682.4 million, compared to $1,535.3 million for the six months ended June 30, 2014. We had income from operations of $164.3 million for the six months ended June 30, 2015, compared to $160.6 million for the six months ended

Table of Contents

June 30, 2014. Net income attributable to Holdings was $72.0 million for the six months ended June 30, 2015, compared to $68.4 million for the six months ended June 30, 2014. Our Adjusted EBITDA for the six months ended June 30, 2015 increased 7.9% to $213.8 million, compared to $198.2 million for the six months ended June 30, 2014 and our Adjusted EBITDA margin was 12.7% for the six months ended June 30, 2015, compared to 12.9% for the six months ended June 30, 2014. See the section titled “ Results of Operations ” for a reconciliation of net income to Adjusted EBITDA.

Regulatory Changes

Our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 25, 2015 contains a detailed discussion of the regulations that affect our business in Part I — Business — Government Regulations. The following updates our discussion of certain regulatory matters, taking into account, among other things, the changes to our business as a result of the Concentra acquisition. The following discussion also includes recent regulatory changes that have affected our results of operations in 2014 and 2015 or may have an effect on our future results of operations. The information below should be read in conjunction with the more detailed discussion of regulations contained in our Form 10-K.

General

The healthcare industry is required to comply with many complex laws and regulations at the federal, state and local government levels. These laws and regulations require that hospitals and facilities furnishing outpatient services (including outpatient rehabilitation clinics, freestanding medical centers, onsite clinics and community-based outpatient clinics) comply with various requirements and standards. These laws and regulations include those relating to the adequacy of medical care, facilities and equipment, personnel, operating policies and procedures and recordkeeping as well as standards for reimbursement, fraud and abuse prevention and health information privacy and security. These laws and regulations are extremely complex, often overlap and, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. If we fail to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in the Medicare, Medicaid and other federal and state healthcare programs.

Facility Licensure

Our healthcare facilities are subject to state and local licensing statutes and regulations ranging from the adequacy of medical care to compliance with building codes and environmental protection laws. In order to assure continued compliance with these various regulations, governmental and other authorities periodically inspect our facilities, both at scheduled intervals and in response to complaints from patients and others. While our facilities intend to comply with existing licensing standards, there can be no assurance that regulatory authorities will determine that all applicable requirements are fully met at any given time. In addition, the state and local licensing laws are subject to changes or new interpretations that could impose additional burdens on our facilities. A determination by an applicable regulatory authority that a facility is not in compliance with these requirements could lead to the imposition of corrective action, assessment of fines and penalties, or loss of licensure, Medicare enrollment or certification or accreditation. These consequences could have an adverse effect on our company.

Some states still require us to get approval under certificate of need regulations when we create, acquire or expand our facilities or services, or alter the ownership of such facilities, whether directly or indirectly. The certificate of need regulations vary from state to state, and are subject to change and new interpretation. If we fail to show public need and obtain approval in these states for our new facilities or changes to the ownership

Table of Contents

structure of existing facilities, we may be subject to civil or even criminal penalties, lose our facility license or become ineligible for reimbursement.

Professional Licensure, Corporate Practice and Fee-Splitting Laws

Healthcare professionals at our specialty hospitals and facilities furnishing outpatient services are required to be individually licensed or certified under applicable state law. We take steps to ensure that our employees and agents possess all necessary licenses and certifications.

Some states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. Some states similarly prohibit the “corporate practice of therapy.” The laws relating to corporate practice vary from state to state and are not fully developed in each state in which we have facilities. Typically, however, professional corporations owned and controlled by licensed professionals are exempt from corporate practice restrictions and may employ physicians or therapists to furnish professional services. Also, in some states hospitals are permitted to employ physicians.

Some states also prohibit entities from engaging in certain financial arrangements, such as fee-splitting, with physicians or therapists. The laws relating to fee-splitting also vary from state to state and are not fully developed. Generally, these laws restrict business arrangements that involve a physician or therapist sharing medical fees with a referral source, but in some states these laws have been interpreted to extend to management agreements between physicians or therapists and business entities under some circumstances.

We believe that each of our facilities complies with any current corporate practice and fee-splitting laws of the state in which it is located. In states where we are prohibited by the corporate practice of medicine from directly employing licensed physicians, we typically enter into management agreements with professional corporations that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services in our facilities. Under those management agreements, we perform only non-medical administrative services, do not exercise control over the practice of medicine by the physicians, and structure compensation to avoid fee-splitting. In those states that apply the corporate practice of therapy prohibition, we either contract to obtain therapy services from an entity permitted to employ therapists or we manage the physical therapy practice owned by licensed therapists through which the therapy services are provided.

Although we believe that our facilities comply with corporate practice and fee-splitting laws, if new regulations or judicial or administrative interpretations establish that our facilities do not comply with these laws, we could be subject to civil and perhaps criminal penalties. In addition, if any of our facilities is determined not to comply with corporate practice and fee-splitting laws, certain of our agreements relating to the facility may be determined to be unenforceable, including our management agreements with the professional corporations furnishing physician services or our payment arrangements with insurers or employers. Future interpretations of corporate practice and fee-splitting laws, the enactment of new legislation or the adoption of new regulations relating to these laws could cause us to have to restructure our business operations or close our facilities in a particular state. Any such penalties, determinations of unenforceability or interpretations could have a material adverse effect on our business.

Medicare Enrollment and Certification

In order to participate in the Medicare program and receive Medicare reimbursement, each facility must comply with the applicable regulations of the United States Department of Health and Human Services relating to, among other things, the type of facility, its equipment, its personnel and its standards of medical care as well

Table of Contents

as compliance with all applicable state and local laws and regulations. In addition, we provide the majority of our outpatient rehabilitation services through outpatient rehabilitation clinics certified by Medicare as rehabilitation agencies or “rehab agencies.” Our other facilities furnishing outpatient services are generally enrolled in Medicare as suppliers.

Accreditation

Our specialty hospitals receive accreditation from The Joint Commission, the American Osteopathic Association (the “AOA”), the Commission on Accreditation of Rehabilitation Facilities (the “CARF”) and/or other healthcare accrediting organizations. Where required under our contracts with the Department of Veterans Affairs, our facilities furnishing outpatient services that operate as community-based outpatient clinics are accredited by the Joint Commission or another healthcare accrediting organization. See “— Government Regulations — Veterans Affairs.”

Workers’ Compensation

Workers’ compensation is a state mandated, comprehensive insurance program that requires employers to fund or insure medical expenses, lost wages and other costs resulting from work related injuries and illnesses. Workers’ compensation benefits and arrangements vary from state to state, and are often highly complex. In some states, payment for services covered by workers’ compensation programs are subject to cost containment features, such as requirements that all workers’ compensation injuries be treated through a managed care program, or the imposition of fee schedules or payment caps for services furnished to injured employees. Some state workers’ compensation laws limit the ability of an employer to select the providers furnishing care to injured employees. Several states require that physicians furnishing non-emergency services to workers’ compensation patients must register with the applicable state agency and undergo special continuing education and training. Workers’ compensation programs may also impose other requirements that affect the operations of our facilities furnishing outpatient services.

Our facilities furnishing outpatient services are reimbursed for services furnished to injured workers by payors pursuant to the applicable state workers’ compensation statutes. Most of the states in which we maintain operations reimburse providers for services payable under workers’ compensation laws pursuant to a treatment-specific fee schedule with established maximum reimbursement levels. In states without such fee schedules, healthcare providers are often reimbursed based on “usual and customary” fees benchmarked by market data and negotiated by providers with payors and networks.

Inadequate increases to the applicable fee schedule amounts for our services, and changes in state workers’ compensation laws, including cost containment initiatives, could have a negative impact on the operations and financial performance of those facilities.

Veterans Affairs

The Veterans Affairs health system is the largest integrated healthcare system in the U.S. and includes over 150 hospitals, 800 community-based outpatient clinics (of which only 166 are operated by contractors) and 260 veterans medical centers. As of June 30, 2015, we had 30 community-based outpatient clinics, which were established to provide services to veterans residing in catchment areas under agreements with the Department of Veterans Affairs. The awarding of such agreements is regulated by laws related to federal government procurements generally, including the Federal Acquisition Regulations. Our contracts with the Department of Veterans Affairs include administrative and clinical services, performance standards, qualifications and other contractor requirements, and information and security requirements. In general, our facilities furnishing

Table of Contents

outpatient services that are community-based outpatient clinics provide outpatient primary care in exchange for a capitated monthly fee based on the number of eligible patients then enrolled in that community-based outpatient clinic.

Health Information Privacy and Security

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) mandates the adoption of standards for the exchange of electronic health information in an effort to encourage overall administrative simplification and enhance the effectiveness and efficiency of the healthcare industry, while maintaining the privacy and security of health information.

Generally, HIPAA’s requirements apply to health plans, health care clearing houses and health care providers (called “covered entities”). As a covered entity, we are required to comply with three sets of standards under HIPAA adopted by the Department of Health and Human Services:

· Standards relating to the privacy of individually identifiable health information govern our use and disclosure of protected health information, and where we engage another party (called a “business associate”) to perform a function or activity involving the use or disclosure of such information on our behalf, require us to delineate the permissible uses and disclosure of any such information in a contract with such business associate (called a “business associate agreement”).

· Standards for the security of electronic health information require us to implement various administrative, physical and technical safeguards to ensure the integrity and confidentiality of electronic protected health information.

· Standards relating to electronic transactions and code sets require the use of uniform standards for common healthcare transactions, including healthcare claims information, plan eligibility, referral certification and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice, plan premium payments and coordination of benefits.

The privacy, security and enforcement provisions of HIPAA were enhanced by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), which was included in the American Recovery and Reinvestment Act (the “ARRA”), and a final rule promulgated by the Department of Health and Human Services on January 25, 2013 (the “HITECH Final Rule”). Among other things, HITECH and the HITECH Final Rule established security breach notification requirements, extended the reach of certain HIPAA requirements to business associates, imposed a requirement that business associates that are aware of a pattern of activity that constitutes a violation of HIPAA take steps to cure the violation, and expanded the definition of business associate to include business associate subcontractors. As a result of these changes, business associates and business associate subcontractors are directly liable for compliance with certain requirements of the HIPAA privacy and security regulations, including uses or disclosures that would violate HIPAA if committed by a covered entity.

As we conduct our business, we may act, depending on the circumstances, as either a covered entity or a business associate. For example, our LTCHs and inpatient rehabilitation facilities (“IRFs”) are typically considered covered entities. In contrast, certain of our facilities furnishing outpatient services may be business associates to the professional corporations with which they enter into management agreements.

We possess individually identifiable health information of patients, often in electronic form, and in some cases contract with other parties to maintain and store individually identifiable health information of our patients. We believe that our privacy and security practices are appropriate to protect such individually

Table of Contents

identifiable health information. However, such information could nevertheless be subject to impermissible uses and disclosures. All impermissible uses and disclosures of protected health information are presumed to be a breach unless the covered entity or business associate can demonstrate that there is a low probability that the protected health information has been compromised. As a covered entity, we are required to report a breach of unsecured protected health information to affected individuals and notify the Department of Health and Human Services and, in certain circumstances involving large breaches, the media. As a business associate, we are required to report a breach of unsecured protected health information to the covered entity, and include in that report identification of the affected individuals as well as other information, to the extent possible, that the covered entity is required to provide in its notice to such individuals. We may incur significant expenses to comply with our breach notification obligations under HIPAA and HITECH including, for example, the costs of investigating the nature and cause of the breach, remediating the matter (e.g., by offering credit monitoring services to affected individuals) and responding to government inquiries. Those investigations could also divert the attention of management from the operation of our business and damage our reputation.

Violations of HIPAA and HITECH may also result in significant civil or criminal penalties. HITECH and the HITECH Final Rule impose a tiered-penalty structure when either HIPAA or certain HITECH requirements are violated. HITECH also provides for enforcement by the state attorneys general to enjoin further violation or obtain damages on behalf of the residents of the state. Violations of HIPAA or HITECH may also result in criminal penalties, where an entity knowingly violates patient privacy. If we fail to comply with the HIPAA or HITECH requirements, we could be subject to criminal penalties and civil sanctions.

We maintain a HIPAA committee that is charged with evaluating and monitoring our compliance with HIPAA. The HIPAA committee monitors regulations promulgated under HIPAA and HITECH as they have been adopted to date and as additional standards and modifications are adopted. Although health information standards have had a significant effect on the manner in which we handle health data and communicate with payors, the cost of our compliance has not had a material adverse effect on our business, financial condition or results of operations.

In addition to HIPAA and HITECH, there are numerous federal and state laws and regulations addressing patient and consumer privacy concerns, including unauthorized access or theft of personal information. State statutes and regulations vary from state to state. Lawsuits, including class actions and action by state attorneys general, directed at companies that have experienced a privacy or security breach also can occur. Although our policies and procedures are aimed at complying with privacy and security requirements and minimizing the risks of any breach of privacy or security, there can be no assurance that a breach of privacy or security will not occur. If there is a breach, we may be subject to various penalties and damages and may be required to incur costs to mitigate the impact of the breach on affected individuals.

Medicare Reimbursement Generally

The Medicare program reimburses us for services furnished to Medicare beneficiaries, which are generally persons age 65 and older, those who are chronically disabled, and those suffering from end stage renal disease.

The Medicare program reimburses our LTCHs, IRFs and outpatient rehabilitation providers, using different payment methodologies.

On April 16, 2015, President Obama signed into law H.R. 2, the Medicare Access and CHIP Reauthorization Act of 2015 (the “CHIP Act”), which reforms Medicare payment policy for services paid under

Table of Contents

the Medicare physician fee schedule and adopts a series of policy changes affecting a wide range of providers and suppliers. The CHIP Act repeals the sustainable growth rate (the “SGR”) formula effective January 1, 2015, and establishes a new payment framework consisting of specified updates to the Medicare physician fee schedule, a new Merit-Based Incentive Payment System (“MIPS”), and incentives for participation in alternative payment models (“APMs”). To finance these provisions, the CHIP Act reduces market basket updates for post-acute care providers, including LTCHs and IRFs, among other Medicare payment cuts. As noted below, the CHIP Act sets the annual prospective payment system update for fiscal year 2018 at 1% for LTCHs and IRFs, as well as skilled nursing facilities, home health agencies, and hospices. The CHIP Act extends the exceptions process for outpatient therapy caps through December 31, 2017.

Medicare Reimbursement of LTCH Services

There have been significant regulatory changes affecting LTCHs that have affected our net operating revenues and, in some cases, caused us to change our operating models and strategies. We have been subject to regulatory changes that occur through the rulemaking procedures of CMS. All Medicare payments to our LTCHs are made in accordance with the long term care hospital prospective payment system (“LTCH-PPS”). Proposed rules specifically related to LTCHs are generally published in May, finalized in August and effective on October 1st of each year.

The following is a summary of significant changes to the Medicare LTCH-PPS which have affected our results of operations, as well as the policies and payment rates for fiscal year 2016 that affect our patient discharges and cost reporting periods beginning on or after October 1, 2015.

Fiscal Year 2014 . On August 19, 2013, CMS published the final rule updating the policies and payment rates for LTCH-PPS for fiscal year 2014 (affecting discharges and cost reporting periods beginning on or after October 1, 2013 through September 30, 2014). The standard federal rate was set at $40,607, an increase from the standard federal rate applicable during the period from December 29, 2012 through September 30, 2013 of $40,398. The update to the standard federal rate for fiscal year 2014 included a market basket increase of 2.5%, less a productivity adjustment of 0.5%, less a reduction of 0.3% mandated by the Patient Protection and Affordable Care Act (the “ACA”), and less a budget neutrality adjustment of 1.266%, as discussed below. The fixed-loss amount for high cost outlier cases was set at $13,314, which was a decrease from the fixed-loss amount in the 2013 fiscal year of $15,408.

Fiscal Year 2015 . On August 22, 2014, CMS published the final rule updating policies and payment rates for LTCH-PPS for fiscal year 2015 (affecting discharges and cost reporting periods beginning on or after October 1, 2014 through September 30, 2015). The standard federal rate was set at $41,044, an increase from the standard federal rate applicable during fiscal year 2014 of $40,607. The update to the standard federal rate for fiscal year 2015 includes a market basket increase of 2.9%, less a productivity adjustment of 0.5%, less an additional reduction of 0.2% mandated by the ACA, and less a budget neutrality adjustment of 1.266%, as discussed below. The fixed-loss amount for high cost outlier cases is set at $14,972, which is an increase from the fixed-loss amount in the 2014 fiscal year of $13,314.

Fiscal Year 2016 . On July 31, 2015, CMS released an advanced copy of the final rule updating policies and payment rates for LTCH-PPS for fiscal year 2016 (affecting discharges and cost reporting periods beginning on or after October 1, 2015 through September 30, 2016). The standard federal rate was set at $41,763, an increase from the standard federal rate applicable during fiscal year 2015 of $41,044. The update to the standard federal rate for fiscal year 2016 includes a market basket increase of 2.4%, less a productivity adjustment of 0.5%, less an additional reduction of 0.2% mandated by the ACA. The fixed-loss amount for high cost outlier cases paid under LTCH PPS is set at $16,423, which is an increase from the fixed-loss amount in the 2015 fiscal year of $14,972. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate described below was set at $22,554.

Table of Contents

Patient Criteria

The BBA of 2013, enacted December 26, 2013, establishes new payment limits for Medicare patients discharged from an LTCH who do not meet specified criteria. Specifically, for Medicare patients discharged in cost reporting periods beginning on or after October 1, 2015, LTCHs will be reimbursed under LTCH-PPS only if, immediately preceding the patient’s LTCH admission, the patient was discharged from a general acute care hospital paid under the inpatient prospective payment system (“IPPS”) and the patient’s stay included at least three days in an intensive care unit (“ICU”) or coronary care unit (“CCU”) or the patient is assigned to a Medicare severity diagnosis-related group for LTCHs (“MS-LTC-DRG”) for cases receiving at least 96 hours of ventilator services in the LTCH. In addition, to be paid under LTCH-PPS the patient’s discharge from the LTCH may not include a principal diagnosis relating to psychiatric or rehabilitation services. For any Medicare patient who does not meet the new criteria, the LTCH will be paid a lower “site-neutral” payment rate, which will be the lower of (1) the IPPS comparable per-diem payment rate capped at the Medicare severity diagnosis-related group (“MS-DRG”) including any outlier payments, or (2) 100 percent of the estimated costs for services.

The BBA of 2013 provides for a transition to the site-neutral payment rate for those patients not paid under LTCH-PPS. During the transition period (cost reporting periods beginning on or after October 1, 2015 through September 30, 2017), a blended rate will be paid for Medicare patients not meeting the new criteria. The blended rate will comprise half the site-neutral payment rate and half the LTCH-PPS payment rate. For discharges in cost reporting periods beginning on or after October 1, 2017, only the site-neutral payment rate will apply for Medicare patients not meeting the new criteria.

In addition, for cost reporting periods beginning on or after October 1, 2019, qualifying discharges from an LTCH will continue to be paid at the LTCH-PPS payment rate, unless the number of discharges for which payment is made under the site-neutral payment rate is greater than 50% of the total number of discharges from the LTCH. If the number of discharges for which payment is made under the site-neutral payment rate is greater than 50%, then beginning in the next cost reporting period all discharges from the LTCH will be reimbursed at the site-neutral payment rate. The BBA of 2013 requires CMS to establish a process for an LTCH subject to the site-neutral payment rate to re-qualify for payment under LTCH-PPS.

Existing payment adjustments, including the interrupted stay policy and the 25 Percent Rule (discussed below), will be applied to an LTCH discharge in the same manner as they are currently applied regardless of whether the case is paid at the LTCH-PPS payment rate or the site-neutral payment rate. Conversely, the short stay outlier payment adjustment will not apply to cases paid at the site-neutral payment rate. Beginning with fiscal year 2016, CMS will calculate the annual recalibration of the MS-LTC-DRG relative payment weighting factors using only data from LTCH discharges that meet the criteria for exclusion from the site-neutral payment rate. In addition, beginning in fiscal year 2016, CMS will apply the IPPS fixed-loss amount to site-neutral cases, rather than the LTCH PPS fixed-loss amount. For fiscal year 2016, the IPPS fixed-loss amount is set at $22,554 and the LTCH-PPS fixed-loss amount is set at $16,423. CMS will calculate the LTCH-PPS fixed-loss amount using only data from cases paid at the LTCH-PPS payment rate, excluding cases paid at the site-neutral rate.

Each of our LTCHs has their own unique annual cost reporting period. As a result, the new payment limits will become effective for each of our LTCHs at different points in time over a twelve month period beginning on October 1, 2015. Currently, 18 of our LTCHs have cost reporting periods commencing during the

Table of Contents

fourth quarter of 2015 and 37, 19 and 36 of our LTCHs have cost reporting periods commencing during the first quarter, second quarter and third quarters of 2016, respectively.

Medicare Market Basket Adjustments

The ACA instituted a market basket payment adjustment to LTCHs. In fiscal years 2017 through 2019, the market basket update will be reduced by 0.75%. The ACA specifically allows these market basket reductions to result in a less than 0% payment update and payment rates that are less than the prior year. The CHIP Act sets the annual update for fiscal year 2018 at 1% after taking into account the market basket payment reduction of 0.75% mandated by the ACA.

25 Percent Rule

The “25 Percent Rule” is a downward payment adjustment that applies if the percentage of Medicare patients discharged from LTCHs who were admitted from a referring hospital (regardless of whether the LTCH or LTCH satellite is co-located with the referring hospital) exceeds the applicable percentage admissions threshold during a particular cost reporting period. The Medicare, Medicaid, and SCHIP Extension Act of 2007 (the “SCHIP Extension Act”), as amended by the ARRA and the ACA, has limited the full application of the 25 Percent Rule.

The BBA of 2013 further delayed, and in some cases permanently suspends, the application of the 25 Percent Rule depending on the type of LTCH. After the expiration of the extension, our LTCHs will be subject to a downward payment adjustment for any Medicare patients who were admitted from a co-located or a non-co-located hospital and that exceed the applicable percentage admissions threshold of all Medicare patients discharged from the LTCH during the cost reporting period. These regulatory changes will have an adverse financial impact on the net operating revenues and profitability of many of our LTCHs for cost reporting periods beginning on or after July 1, 2016.

Moratorium on New LTCHs, LTCH Satellite Facilities and LTCH Beds

The SCHIP Extension Act imposed a moratorium on the establishment and classification of new LTCHs, LTCH satellite facilities and LTCH beds in existing LTCHs or satellite facilities subject to certain exceptions through December 28, 2012. The BBA of 2013, as amended by the Protecting Access to Medicare Act of 2014 (the “PAMA”), reinstated the moratorium on the establishment and classification of new LTCHs or LTCH satellite facilities, and on the increase of LTCH beds in existing LTCHs or satellite facilities beginning April 1, 2014 through September 30, 2017, with certain exceptions to the moratorium that are applicable to the establishment and classification of new LTCHs or LTCH satellite facilities currently under development.

Medicare Reimbursement of Inpatient Rehabilitation Facility Services

The following is a summary of significant changes to the Medicare prospective payment system for IRFs which have affected our results of operations during the periods presented in this report, as well as the policies and payment rates for fiscal year 2016 that affect our patient discharges and cost reporting periods beginning on or after October 1, 2015.

Fiscal Year 2014 . On August 6, 2013, CMS published the final rule updating policies and payment rates for IRF-PPS for fiscal year 2014 (affecting discharges and cost reporting periods beginning on or after October 1, 2013 through September 30, 2014). The standard payment conversion factor for discharges for fiscal year 2014 was $14,846, which was an increase from the fiscal year 2013 standard payment conversion factor of $14,343. The update to the standard payment conversion factor for fiscal year 2014 included a market basket

Table of Contents

increase of 2.6%, less a productivity adjustment of 0.5%, less an additional reduction of 0.3% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2014 to $9,272 from $10,466 established in the final rule for fiscal year 2013.

Fiscal Year 2015 . On August 6, 2014, CMS published the final rule updating policies and payment rates for IRF-PPS for fiscal year 2015 (affecting discharges and cost reporting periods beginning on or after October 1, 2014 through September 30, 2015). The standard payment conversion factor for discharges for fiscal year 2015 is $15,198, which is an increase from the fiscal year 2014 standard payment conversion factor of $14,846. The update to the standard payment conversion factor for fiscal year 2015 includes a market basket increase of 2.9%, less a productivity adjustment of 0.5%, less an additional reduction of 0.2% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2015 to $8,848 from $9,272 established in the final rule for fiscal year 2014.

Fiscal Year 2016 . On July 31, 2015, CMS released an advanced copy of the final rule updating policies and payment rates for IRF-PPS for fiscal year 2016 (affecting discharges and cost reporting periods beginning on or after October 1, 2015 through September 30, 2016). The standard payment conversion factor for discharges for fiscal year 2016 is $15,478, which is an increase from the fiscal year 2015 standard payment conversion factor of $15,198. The update to the standard federal rate for fiscal year 2016 includes a market basket increase of 2.4%, less a productivity adjustment of 0.5%, less an additional reduction of 0.2% mandated by the ACA. CMS decreased the outlier threshold amount for fiscal year 2016 to $8,658 from $8,848 established in the final rule for fiscal year 2015.

Patient Classification Criteria

Under the IRF certification criteria that has been in effect since 1983, in order to qualify as an IRF, a hospital was required to satisfy certain operational criteria as well as demonstrate that, during its most recent 12-month cost reporting period, it served an inpatient population of whom at least 75% required intensive rehabilitation services for one or more of 10 conditions specified in the regulation. We refer to such 75% requirement as the “75% Rule.”

New IRF certification criteria became effective for cost reporting periods beginning on or after July 1, 2004 as a result of the major changes that CMS adopted on May 7, 2004 to the 75% Rule that: (1) temporarily lowered the 75% compliance threshold (starting at 50% and phasing to 75% over four years), (2) modified and expanded from 10 to 13 the medical conditions used to determine whether a hospital qualifies as an IRF, (3) identified the conditions under which comorbidities can be used to verify compliance with the 75% Rule, and (4) changed the timeframe used to determine compliance with the 75% Rule from “the most recent 12-month cost reporting period” to “the most recent, consecutive, and appropriate 12-month period,” with the result that a determination of non-compliance with the applicable compliance threshold will affect the facility’s certification as an IRF for its cost reporting period that begins immediately after the 12-month review period.

Under the Deficit Reduction Act of 2005 (the “DRA”), Congress extended the phase-in period for the 75% Rule by maintaining the compliance threshold at 60% (rather than increasing it to the scheduled 65%) during the 12-month period beginning on July 1, 2006. The compliance threshold was then to increase to 65% for cost reporting periods beginning on or after July 1, 2007 and again to 75% for cost reporting periods beginning on or after July 1, 2008. However, the SCHIP Extension Act included a permanent freeze in the 75% Rule patient classification criteria compliance threshold at 60% (with comorbidities counting toward this threshold), at which time the requirement became known as the “60% Rule.”

Compliance with the patient classification criteria is demonstrated through either medical review or the “presumptive” method, in which a patient’s diagnosis codes are compared to a “presumptive compliance” list.

Table of Contents

CMS has announced that it will remove a number of diagnosis codes from the presumptive compliance list. According to CMS, these conditions do not demonstrate the need for intensive inpatient rehabilitation services in the absence of additional facts that would have to be pulled from a patient’s medical record. As a result, beginning on or after October 1, 2015, a number of diagnosis codes previously on the presumptive compliance list will be removed, including diagnosis codes in the following categories: non-specific diagnosis codes, arthritis diagnosis codes, unilateral upper extremity amputations diagnosis, amputation status codes, prosthetic fitting and adjustment codes, some congenital anomalies diagnosis codes, and other miscellaneous diagnosis codes.

Medicare Market Basket Adjustments

The ACA instituted a market basket payment adjustment for IRFs. In fiscal years 2017 through 2019, the market basket update will be reduced by 0.75%. The ACA specifically allows these market basket reductions to result in less than a 0% payment update and payment rates that are less than the prior year. The CHIP Act sets the annual update for fiscal year 2018 at 1% after taking into account the market basket payment reduction of 0.75% mandated by the ACA.

Medicare Reimbursement of Outpatient Rehabilitation Services

The Medicare program reimburses outpatient rehabilitation providers based on the Medicare physician fee schedule. Historically, the Medicare physician fee schedule rates have updated annually based on the SGR formula. The SGR formula has resulted in automatic reductions in rates every year since 2002; however, for each year through March 31, 2015 CMS or Congress has taken action to prevent the SGR formula reductions. The CHIP Act repeals the SGR formula effective for services provided on or after January 1, 2015, and establishes a new payment framework consisting of specified updates to the Medicare physician fee schedule, a new MIPS, and APMs. For services provided between January 1, 2015 and June 30, 2015, a 0% payment update is applied to the Medicare physician fee schedule payment rates. For services provided between July 1, 2015 and December 31, 2015, a 0.5% update is applied to the fee schedule payment rates. For services provided in 2016 through 2019, a 0.5% update is applied each year to the fee schedule payment rates, subject to MIPS adjustment beginning in 2019. For services provided in 2020 through 2025, a 0.0% percent update each year to the fee schedule payment rates, subject to MIPS and APM adjustments. Finally, in 2026 and subsequent years eligible professionals participating in APMs that meet certain criteria would receive annual updates of 0.75%, while all other professionals would receive annual updates of 0.25%.

The CHIP Act requires that payments under the fee schedule be adjusted starting in 2019 based on performance in MIPS, which will consolidate the three existing incentive programs focused on quality, resource use, and meaningful use of electronic health records. The CHIP Act requires the Secretary of Health and Human Services to establish the MIPS requirements under which a provider’s performance is assessed according to established performance standards and used to determine an adjustment factor that is then applied to the professional’s payment for a year. Each year from 2019-2024 professionals who receive a significant share of their revenues through an APM (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and promotes the alignment of incentives across payors. The specifics of the MIPS and APM adjustments beginning in 2019 and 2020, respectively, will be subject to future notice and comment rule-making. For the year ended December 31, 2014, we received approximately 10% of our outpatient rehabilitation net operating revenues from Medicare.

Table of Contents

Therapy Caps

Beginning on January 1, 1999, the Balanced Budget Act of 1997 subjected certain outpatient therapy providers reimbursed under the Medicare physician fee schedule to annual limits for therapy expenses. Effective January 1, 2015, the annual limit on outpatient therapy services is $1,940 for combined physical and speech language pathology services and $1,940 for occupational therapy services. The per beneficiary caps were $1,920 for calendar year 2014.

In the DRA, Congress implemented an exceptions process to the annual limit for therapy expenses. Under this process, a Medicare enrollee (or person acting on behalf of the Medicare enrollee) is able to request an exception from the therapy caps if the provision of therapy services was deemed to be medically necessary. Therapy cap exceptions have been available automatically for certain conditions and on a case by case basis upon submission of documentation of medical necessity. The CHIP Act extends the exceptions process for outpatient therapy caps through December 31, 2017. Unless Congress extends the exceptions process, the therapy caps will apply to all outpatient therapy services beginning January 1, 2018, except those services furnished and billed by outpatient hospital departments. The annual limits for therapy expenses historically did not apply to services furnished and billed by outpatient hospital departments. The application of annual limits to hospital outpatient department settings will sunset on December 31, 2017 unless Congress extends it. We operated 1,028 outpatient rehabilitation clinics at June 30, 2015, of which 168 were provider based outpatient rehabilitation clinics operated as departments of the inpatient rehabilitation hospitals we operated.

The Middle Class Tax Relief and Job Creation Act of 2012 made several changes to the exceptions process to the annual limit for therapy expenses. For any claim above the annual limit, the claim must contain a modifier indicating that the services are medically necessary and justified by appropriate documentation in the medical record. In addition, all therapy claims, whether above or below the annual limit, must include the national provider identifier (“NPI”) of the physician responsible for certifying and periodically reviewing the plan of care. Effective October 1, 2012, all claims exceeding $3,700 are subject to a manual medical review process. The $3,700 threshold is applied separately to the combined physical therapy/speech therapy cap and the occupational therapy cap. The CHIP Act requires the Secretary of Health and Human Services to replace the manual medical review process with a new medical review process using such factors as the Secretary may determine to be appropriate. The CHIP Act specifies that such factors may include: (a) whether the therapy provider has a high claims denial percentage for therapy services or is less compliant with applicable requirements; (b) whether the therapy provider has a pattern of billing for therapy services that is aberrant or questionable compared with peers, or otherwise has questionable billing practices, such as billing medically unlikely units of services in a day; (c) whether the therapy provider is newly enrolled or has not previously furnished therapy under Medicare; (d) the types of medical conditions treated by the services; and (e) whether the therapy provider is part of a group. The new factors apply to exception requests for which CMS has not conducted a medical review by July 15, 2015.

Table of Contents

Operating Statistics

The following tables set forth operating statistics for each of our operating segments for each of the periods presented. The operating statistics reflect data for the period of time these operations were managed by us.

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2015			2014			2015
Specialty Hospitals Data(1):
Number of hospitals owned - start of period	117			120			115			120
Number of hospitals acquired	—			—			—			1
Number of hospital start-ups	2			1			4			1
Number of hospitals closed/sold	—			(2		)	—			(3		)
Number of hospitals owned - end of period	119			119			119			119
Number of hospitals managed - end of period	8			9			8			9
Total number of hospitals (all) - end of period	127			128			127			128
Long term acute care hospitals	112			111			112			111
Rehabilitation hospitals	15			17			15			17
Available licensed beds (2)	5,303			5,187			5,303			5,187
Admissions (2)	13,796			14,024			27,737			28,425
Patient days (2)	330,378			343,515			671,929			695,754
Average length of stay (days) (2)	24			24			24			25
Net revenue per patient day (2)(3)	$	1,562		$	1,590		$	1,550		$	1,583
Occupancy rate (2)	69		%	71		%	71		%	72		%
Percent patient days - Medicare (2)	63		%	60		%	63		%	61		%

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2015			2014			2015
Outpatient Rehabilitation Data:
Number of clinics owned - start of period	900			883			885			880
Number of clinics acquired	2			—			12			7
Number of clinic start-ups	4			5			9			8
Number of clinics closed/sold	(5		)	(7		)	(5		)	(14		)
Number of clinics owned - end of period	901			881			901			881
Number of clinics managed - end of period	118			147			118			147
Total number of clinics (all) - end of period	1,019			1,028			1,019			1,028
Number of visits (2)	1,289,782			1,336,284			2,464,572			2,572,772
Net revenue per visit (2)(4)	$	103		$	103		$	104		$	103

Table of Contents

	Three and Six Months Ended June 30, 2015
Concentra Data:
Number of centers owned - start of period	—
Number of centers acquired	300
Number of center start-ups	—
Number of centers closed/sold	—
Total number of centers - end of period	300
Number of visits (5)	673,834
Net revenue per visit (5)(6)	$	112

(1) Specialty hospitals consist of LTCHs and IRFs.

(2) Data excludes specialty hospitals and outpatient clinics managed by the Company.

(3) Net revenue per patient day is calculated by dividing specialty hospital direct patient service revenues by the total number of patient days.

(4) Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by the total number of visits. For purposes of this computation, outpatient rehabilitation direct patient service clinic revenue does not include contract therapy revenue.

(5) Data excludes onsite clinics and community-based outpatient clinics.

(6) Net revenue per visit is calculated by dividing center direct patient service revenue by the total number of center visits.

Results of Operations

The following table outlines, for the periods indicated, selected operating data as a percentage of net operating revenues:

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2015		2014		2015
Net operating revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of services(1)	83.2		83.9		83.5		83.7
General and administrative	2.5		2.7		2.4		2.7
Bad debt expense	1.5		1.4		1.4		1.5
Depreciation and amortization	2.2		2.4		2.2		2.3
Income from operations	10.6		9.6		10.5		9.8
Loss on early retirement of debt	—		—		(0.2	)	—
Equity in earnings of unconsolidated subsidiaries	0.2		0.4		0.2		0.4
Interest expense	(2.8	)	(2.8	)	(2.8	)	(2.8	)
Income before income taxes	8.0		7.2		7.7		7.4
Income tax expense	3.1		2.7		3.0		2.8
Net income	4.9		4.5		4.7		4.6
Net income attributable to non-controlling interests	0.3		0.3		0.2		0.3
Net income attributable to Holdings and Select	4.6	%	4.2	%	4.5	%	4.3	%

Table of Contents

The following tables summarize selected financial data by business segment, for the periods indicated:

	Three Months Ended June 30,								Six Months Ended June 30,
	2014			2015			% Change		2014			2015			% Change
	(in thousands)								(in thousands)
Net operating revenues:
Specialty hospitals	$	557,833		$	592,336		6.2	%	$	1,122,458		$	1,191,117		6.1	%
Outpatient rehabilitation	214,798			207,795			(3.3	)	412,648			404,238			(2.0	)
Concentra(2)				86,829			N/A					86,829			N/A
Other(3)	131			105			(19.8	)	234			224			(4.3	)
Total company	$	772,762		$	887,065		14.8	%	$	1,535,340		$	1,682,408		9.6	%

Income (loss) from operations:
Specialty hospitals	$	75,621		$	78,043		3.2	%	$	155,676		$	161,292		3.6	%
Outpatient rehabilitation	27,207			25,545			(6.1	)	44,984			44,538			(1.0	)
Concentra(2)				2,290			N/A					2,290			N/A
Other(3)	(20,635		)	(20,867		)	(1.1	)	(40,023		)	(43,844		)	(9.5	)
Total company	$	82,193		$	85,011		3.4	%	$	160,637		$	164,276		2.3	%

Adjusted EBITDA:(4)
Specialty hospitals	$	88,688		$	91,447		3.1	%	$	180,838		$	187,919		3.9	%
Outpatient rehabilitation	30,432			28,722			(5.6	)	51,421			50,855			(1.1	)
Concentra(2)				11,199			N/A					11,199			N/A
Other(3)	(17,766		)	(16,471		)	7.3		(34,077		)	(36,136		)	(6.0	)
Total company	$	101,354		$	114,897		13.4	%	$	198,182		$	213,837		7.9	%

Adjusted EBITDA margin:(4)
Specialty hospitals	15.9		%	15.4		%			16.1		%	15.8		%
Outpatient rehabilitation	14.2			13.8					12.5			12.6
Concentra(2)				12.9								12.9
Other(3)	N/M			N/M					N/M			N/M
Total company	13.1		%	13.0		%			12.9		%	12.7		%

Purchases of property and equipment:
Specialty hospitals	$	19,800		$	31,042				$	41,298		$	53,835
Outpatient rehabilitation	2,546			3,103					6,176			7,025
Concentra(2)				3,854								3,854
Other(3)	848			3,065					3,019			4,198
Total company	$	23,194		$	41,064				$	50,493		$	68,912

Table of Contents

	As of June 30,
	2014		2015
	(in thousands)
Total assets:
Specialty hospitals	$	2,271,256	$	2,372,723
Outpatient rehabilitation	532,529		538,586
Concentra(2)			1,320,941
Other(3)	99,986		109,085
Total company	$	2,903,771	$	4,341,335

N/M — Not Meaningful

N/A — Not Applicable

(1) Cost of services includes salaries, wages and benefits, operating supplies, lease and rent expense and other operating costs.

(2) Concentra’s financial results are consolidated with Select’s effective June 1, 2015.

(3) Other includes our corporate services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses.

(4) We define Adjusted EBITDA as net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, equity in earnings (losses) of unconsolidated subsidiaries, and other income (expense). We believe that the presentation of Adjusted EBITDA is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of our operating units. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

Table of Contents

Following is a reconciliation of net income to Adjusted EBITDA as utilized by us in reporting our segment performance:

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2015			2014			2015
	(in thousands)						(in thousands)
Net income	$	37,994		$	40,054		$	72,361		$	77,339
Income tax expense	23,775			23,517			45,867			46,701
Interest expense	21,663			25,288			42,279			46,676
Loss on early retirement of debt	—			—			2,277			—
Equity in earnings of unconsolidated subsidiaries	(1,239		)	(3,848		)	(2,147		)	(6,440		)
Stock compensation expense:
Included in general and administrative	1,480			2,749			3,190			4,640
Included in cost of services	485			574			930			1,010
Depreciation and amortization	17,196			21,848			33,425			39,196
Concentra acquisition costs	—			4,715			—			4,715
Adjusted EBITDA	$	101,354		$	114,897		$	198,182		$	213,837

Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

In the following, we discuss our results of operations related to net operating revenues, operating expenses, Adjusted EBITDA, income from operations, equity in earnings of unconsolidated subsidiaries, interest expense, income taxes and non-controlling interest, which are the same for Holdings and Select.

Net Operating Revenues

Our net operating revenues increased by 14.8% to $887.1 million for the three months ended June 30, 2015, compared to $772.8 million for the three months ended June 30, 2014.

Specialty Hospital Segment. Net operating revenues increased 6.2% to $592.3 million for the three months ended June 30, 2015, compared to $557.8 million for the three months ended June 30, 2014. The segment experienced growth in its net operating revenues primarily resulting from increases in its patient services revenues. The growth in patient services revenues resulted from a 4.0% increase in patient days and a 1.8% increase in our net revenue per patient day. Patient days increased to 343,515 days for the three months ended June 30, 2015, as compared to 330,378 days for the three months ended June 30, 2014. The occupancy percentage was 71% for the three months ended June 30, 2015, compared to 69% for the three months ended June 30, 2014. The average net revenue per patient day increased to $1,590 for the three months ended June 30, 2015, compared to $1,562 for the three months ended June 30, 2014, due to increases in both our Medicare and non-Medicare net revenue per patient day.

Outpatient Rehabilitation Segment. Net operating revenues decreased to $207.8 million for the three months ended June 30, 2015, compared to $214.8 million for the three months ended June 30, 2014. This decrease resulted from a reduction in net operating revenues at our contract therapy business, offset in part by increases in net operating revenues at our outpatient rehabilitation clinics. The net operating revenues generated by our outpatient rehabilitation clinics for the three months ended June 30, 2015 increased 3.6%, compared to the three months ended June 30, 2014. This growth was principally due to a 3.6% increase in visits to 1,336,284 at our owned clinics. Net revenue per visit in our owned outpatient rehabilitation clinics was $103 for both the three

Table of Contents

months ended June 30, 2015 and 2014. The net operating revenues generated by our contract therapy business for the three months ended June 30, 2015 decreased $12.9 million, compared to the three months ended June 30, 2014, which principally resulted from contract terminations.

Concentra Segment. Net operating revenues were $86.8 million for the three months ended June 30, 2015, which only includes results beginning June 1, 2015. Net revenue per visit was $112 and visits were 673,834 in the centers for the three months ended June 30, 2015, which only includes results beginning June 1, 2015.

Operating Expenses

Our operating expenses include our cost of services, general and administrative expense, and bad debt expense. Our operating expenses increased to $780.2 million, or 88.0% of net operating revenues for the three months ended June 30, 2015, compared to $673.4 million, or 87.2% of net operating revenues for the three months ended June 30, 2014. Our cost of services, a major component of which is labor expense, was $743.9 million, or 83.9% of net operating revenues for the three months ended June 30, 2015, compared to $642.9 million, or 83.2% of net operating revenues for the three months ended June 30, 2014. The principal causes of the increase in cost of services as a percentage of net operating revenues resulted from higher relative cost of services in both our specialty hospital segment and outpatient rehabilitation segment businesses, and higher relative cost of services in our recently acquired Concentra segment. Facility rent expense, a component of cost of services, was $37.7 million, including $4.5 million for Concentra facility rent expense for the three months ended June 30, 2015, which only includes results beginning June 1, 2015, compared to $32.1 million for the three months ended June 30, 2014. General and administrative expenses were $24.0 million for the three months ended June 30, 2015, compared to $19.4 million for the three months ended June 30, 2014, and as a percentage of net operating revenues were 2.7% and 2.5% for the three months ended June 30, 2015 and 2014, respectively. The increase in general and administrative expenses resulted principally from Concentra acquisition costs amounting to $4.7 million for the three months ended June 30, 2015. Our bad debt expense was $12.3 million, or 1.4% of net operating revenues for the three months ended June 30, 2015, compared to $11.1 million, or 1.5% of net operating revenues for the three months ended June 30, 2014, principally as a result of lower relative bad debt expense in our Concentra segment.

Adjusted EBITDA

Specialty Hospital Segment. Adjusted EBITDA for our specialty hospital segment increased 3.1% to $91.4 million for the three months ended June 30, 2015, compared to $88.7 million for the three months ended June 30, 2014. The Adjusted EBITDA margin for the segment was 15.4% for the three months ended June 30, 2015, compared to 15.9% for the three months ended June 30, 2014. The growth in Adjusted EBITDA for the segment was attributable to increased patient volumes and its associated effect on net operating revenues as discussed above under “Net Operating Revenues.” The Adjusted EBITDA margin declined due to the higher relative costs of services as discussed above under “Operating Expenses.”

Outpatient Rehabilitation Segment. The Adjusted EBITDA for our outpatient rehabilitation segment decreased to $28.7 million for the three months ended June 30, 2015, compared to $30.4 million for the three months ended June 30, 2014. The Adjusted EBITDA margin for the segment was 13.8% for the three months ended June 30, 2015, compared to 14.2% for the three months ended June 30, 2014. The Adjusted EBITDA in our outpatient rehabilitation clinics increased by $0.5 million for the three months ended June 30, 2015, compared to the three months ended June 30, 2014. The increase in Adjusted EBITDA for our outpatient

Table of Contents

rehabilitation clinics was principally the result of increases in patient volume as discussed above under “Net Operating Revenues.” The Adjusted EBITDA margin for our outpatient rehabilitation clinics was 15.6% for the three months ended June 30, 2015, compared to 15.8% for the three months ended June 30, 2014. Our contract therapy business experienced a decrease in Adjusted EBITDA of $2.2 million, compared to the three months ended June 30, 2014, which principally resulted from contract terminations as discussed above under “Net Operating Revenues.”

Concentra Segment. Adjusted EBITDA for our Concentra segment was $11.2 million for the three months ended June 30, 2015, which only includes results beginning June 1, 2015. The adjusted EBITDA margin for the segment was 12.9% for the three months ended June 30, 2015, which only includes results beginning June 1, 2015.

Other. The Adjusted EBITDA loss was $16.5 million for the three months ended June 30, 2015, compared to an Adjusted EBITDA loss of $17.8 million for the three months ended June 30, 2014. The lower Adjusted EBITDA loss was principally due to a decrease in Select’s general and administrative expenses.

Depreciation and Amortization

Depreciation and amortization expense was $21.8 million, including $4.2 million for Concentra depreciation and amortization expense, for the three months ended June 30, 2015, compared to $17.2 million for the three months ended June 30, 2014.

Income from Operations

For the three months ended June 30, 2015, we had income from operations of $85.0 million, compared to $82.2 million for the three months ended June 30, 2014. The increase in our income from operations resulted principally from the incremental effects of our Concentra segment since June 1, 2015.

Equity in Earnings of Unconsolidated Subsidiaries

For the three months ended June 30, 2015, we had equity in earnings of unconsolidated subsidiaries of $3.8 million, compared to $1.2 million for the three months ended June 30, 2014. The increase in our equity in earnings of unconsolidated subsidiaries resulted from increased earnings associated with several of our inpatient rehabilitation joint ventures and improved financial results at the start-up companies in which we own a non-controlling interest.

Interest Expense

Interest expense was $25.3 million for the three months ended June 30, 2015, compared to $21.7 million for the three months ended June 30, 2014. The increase in interest expense was principally due to increases in our indebtedness to finance the Concentra acquisition.

Income Taxes

We recorded income tax expense of $23.5 million for the three months ended June 30, 2015. The expense represented an effective tax rate of 37.0%. We recorded income tax expense of $23.8 million for the three months ended June 30, 2014. The expense represented an effective tax rate of 38.5%.

Our quarterly effective income tax rate is derived from our full year estimated effective income tax rate and can be impacted by discreet items and quarterly changes in our full year tax provision estimate.

Table of Contents

Non-Controlling Interests

Non-controlling interests in consolidated earnings were $3.1 million for the three months ended June 30, 2015, compared to $2.7 million for the three months ended June 30, 2014. These amounts represent the minority interest’s share of income and losses in consolidated entities which our ownership is less than 100.0%

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

In the following, we discuss our results of operations related to net operating revenues, operating expenses, Adjusted EBITDA, income from operations, loss on early retirement of debt, equity in earnings of unconsolidated subsidiaries, interest expense, income taxes and non-controlling interest, which are the same for Holdings and Select.

Net Operating Revenues

Our net operating revenues increased by 9.6% to $1,682.4 million for the six months ended June 30, 2015, compared to $1,535.3 million for the six months ended June 30, 2014.

Specialty Hospitals Segment. Net operating revenues increased 6.1% to $1,191.1 million for the six months ended June 30, 2015, compared to $1,122.5 million for the six months ended June 30, 2014. The segment experienced growth in its patient services revenues which resulted from increases in patient days and an increase in our net revenues per patient day. Patient days increased to 695,754 days for the six months ended June 30, 2015, as compared to 671,929 days for the six months ended June 30, 2014. The occupancy percentage was 72% for the six months ended June 30, 2015, compared to 71% for the six months ended June 30, 2014. The average net revenue per patient day increased to $1,583 for the six months ended June 30, 2015, compared to $1,550 for the six months ended June 30, 2014, due to increases in both our Medicare and non-Medicare net revenue per patient day.

Outpatient Rehabilitation Segment. Net operating revenues decreased to $404.2 million for the six months ended June 30, 2015, compared to $412.6 million for the six months ended June 30, 2014. This decrease resulted from a reduction in net operating revenues at our contract therapy business, offset in part by increases in the segment’s net operating revenues at our outpatient rehabilitation clinics. The net operating revenues generated by our outpatient rehabilitation clinics for the six months ended June 30, 2015 increased 4.5%, compared to the six months ended June 30, 2014. This growth was principally due to a 4.4% increase in visits to 2,572,772 at our owned clinics. Net revenue per visit in our owned outpatient rehabilitation clinics was $103 for the six months ended June 30, 2015, compared to $104 for the six months ended June 30, 2014. The net operating revenues generated by our contract therapy business for the six months ended June 30, 2015 decreased $22.4 million compared to the six months ended June 30, 2014, which principally resulted from contract terminations.

Concentra Segment. Net operating revenues were $86.8 million for the six months ended June 30, 2015, which only includes results beginning June 1, 2015. Net revenue per visit was $112 and visits were 673,834 in the centers for the six months ended June 30, 2015, which only includes results beginning June 1, 2015.

Table of Contents

Operating Expenses

Our operating expenses include our cost of services, general and administrative expense, and bad debt expense. Our operating expenses increased to $1,478.9 million, or 87.9% of net operating revenues for the six months ended June 30, 2015, compared to $1,341.3 million, or 87.3% of net operating revenues for the six months ended June 30, 2014. Our cost of services, a major component of which is labor expense, was $1,408.3 million, or 83.7% of net operating revenues for the six months ended June 30, 2015, compared to $1,281.6 million, or 83.5% of net operating revenues for the six months ended June 30, 2014. The principal cause of the increase in cost of services as a percentage of net operating revenues resulted from higher relative cost of services in our recently acquired Concentra segment, and start-up costs associated with new specialty hospitals. Facility rent expense, a component of cost of services, was $71.1 million, including $4.5 million for Concentra facility rent expense for the six months ended June 30, 2015, compared to $63.7 million for the six months ended June 30, 2014. General and administrative expenses were $45.7 million for the six months ended June 30, 2015, compared to $37.5 million for the six months ended June 30, 2014. As a percentage of net operating revenues, general and administrative expenses were 2.7% and 2.4% for the six months ended June 30, 2015 and 2014, respectively. The increase in general and administrative expenses resulted primarily from severance costs and Concentra acquisition costs of $4.7 million. Our bad debt expense was $25.0 million, or 1.5% of net operating revenues for the six months ended June 30, 2015, compared to $22.1 million, or 1.4% of net operating revenues for the six months ended June 30, 2014. This is principally a result of increases in bad debt expense in our specialty hospital segment.

Adjusted EBITDA

Specialty Hospital Segment. Adjusted EBITDA for the specialty hospital segment increased 3.9% to $187.9 million for the six months ended June 30, 2015, compared to $180.8 million for the six months ended June 30, 2014. The Adjusted EBITDA margin for the segment was 15.8% for the six months ended June 30, 2015, compared to 16.1% for the six months ended June 30, 2014. The growth in Adjusted EBITDA for our specialty hospitals was attributable to increased patient volumes and its associated effect on net operating revenues as discussed above under “Net Operating Revenues.” The Adjusted EBITDA margin for our specialty hospital segment declined principally due to the incremental impact of start-up losses in new specialty hospitals totaling $8.8 million for the six months ended June 30, 2015, compared to $4.6 million for the six months ended June 30, 2014.

Outpatient Rehabilitation Segment. Adjusted EBITDA for the outpatient rehabilitation segment decreased to $50.9 million for the six months ended June 30, 2015, compared to $51.4 million for the six months ended June 30, 2014. The Adjusted EBITDA margin for the segment was 12.6% for the six months ended June 30, 2015, compared to 12.5% for the six months ended June 30, 2014. The Adjusted EBITDA in our outpatient rehabilitation clinics increased by $3.1 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. The increase in Adjusted EBITDA for our outpatient rehabilitation clinics was principally the result of increases in net operating revenues as discussed above under “Net Operating Revenues.” The Adjusted EBITDA margin for our outpatient rehabilitation clinics was 14.2% for the six months ended June 30, 2015, compared to 13.8% for the six months ended June 30, 2014. Our contract therapy business experienced a decrease in Adjusted EBITDA of $3.7 million, compared to the six months ended June 30, 2014, which principally resulted from contract terminations as discussed above under “Net Operating Revenues.”

Table of Contents

Concentra Segment. Adjusted EBITDA for our Concentra segment was $11.2 million for the six months ended June 30, 2015, which only includes results beginning June 1, 2015. The adjusted EBITDA margin for the segment was 12.9% for the six months ended June 30, 2015, which only includes results beginning June 1, 2015.

Other. The Adjusted EBITDA loss was $36.1 million for the six months ended June 30, 2015, compared to an Adjusted EBITDA loss of $34.1 million for the six months ended June 30, 2014. The incremental loss was principally due to severance costs as discussed above under “Operating Expenses.”

Depreciation and Amortization

Depreciation and amortization expense was $39.2 million, including $4.2 million for Concentra depreciation and amortization expense, for the six months ended June 30, 2015, compared to $33.4 million for the six months ended June 30, 2014.

Income from Operations

For the six months ended June 30, 2015, we had income from operations of $164.3 million, compared to $160.6 million for the six months ended June 30, 2014. The increase in our income from operations resulted principally from our specialty hospital segment and the incremental effects of our Concentra segment since June 1, 2015.

Loss on Early Retirement of Debt

On March 4, 2014, we amended the Select term loans under the Select credit facilities. During the six months ended March 31, 2014, we recognized a loss of $2.3 million for unamortized debt issuance costs, unamortized original issue discount and certain fees incurred related to the Select term loan modifications.

Equity in Earnings of Unconsolidated Subsidiaries

For the six months ended June 30, 2015, we had equity in earnings of unconsolidated subsidiaries of $6.4 million, compared to equity in earnings of unconsolidated subsidiaries of $2.1 million for the six months ended June 30, 2014. The increase in our equity in earnings of unconsolidated subsidiaries resulted from increased earnings associated with several of our inpatient rehabilitation joint ventures and improved financial results at the start-up companies in which we own a non-controlling interest.

Interest Expense

Interest expense was $46.7 million for the six months ended June 30, 2015, compared to $42.3 million for the six months ended June 30, 2014. The increase in interest expense was principally due to increases in our indebtedness to finance the Concentra acquisition.

Income Taxes

We recorded income tax expense of $46.7 million for the six months ended June 30, 2015. The expense represented an effective tax rate of 37.7%. We recorded income tax expense of $45.9 million for the six months ended June 30, 2014. The expense represented an effective tax rate of 38.8%.

Table of Contents

Non-Controlling Interests

Non-controlling interests in consolidated earnings were $5.3 million for the six months ended June 30, 2015, compared to $4.0 million for the six months ended June 30, 2014. These amounts represent the minority owner’s share of income and losses in consolidated entities which our ownership is less than 100.0%

Liquidity and Capital Resources

Cash Flows for the Six Months Ended June 30, 2015 and Six Months Ended June 30, 2014

	Six Months Ended June 30,
	2014			2015
	(in thousands)

Cash provided by operating activities	$	42,169		$	75,060
Cash used in investing activities	(51,122		)	(1,117,764		)
Cash provided by financing activities	7,774			1,064,541
Increase (decrease) in cash and equivalents	(1,179		)	21,837
Cash and equivalents at beginning of period	4,319			3,354
Cash and equivalents at end of period	$	3,140		$	25,191

Our operating activities provided $75.1 million of cash flows for the six months ended June 30, 2015. Our operating activities provided $42.2 million of cash flows for the six months ended June 30, 2014. The increase in our operating cash flows in the six months ended June 30, 2015, compared to the six months ended June 30, 2014, is principally due to changes in working capital, which was affected by the timing of cash payments related principally to accrued expenses and income taxes.

Our days sales outstanding were 55 days at June 30, 2015, compared to 53 days at December 31, 2014, and 53 days at June 30, 2014. Our days sales outstanding will fluctuate based upon variability in our collection cycles and are significantly affected by the timing of our Medicare periodic interim payments. Our days sales outstanding at June 30, 2015, December 31, 2014 and June 30, 2014 all fell within our expected range of normal collection activity.

Investing activities used $1,117.8 million of cash flow for the six months ended June 30, 2015, principally due to $1,045.0 million related to the Concentra acquisition and $68.9 million for purchases of property and equipment. Investing activities used $51.1 million of cash flow for the six months ended June 30, 2014, principally due to $50.5 million related to the purchase of property and equipment.

Financing activities provided $1,064.5 million of cash flow for the six months ended June 30, 2015. The principal sources of cash for financing activities were $260.0 million of net borrowings under the Select revolving facility, $646.9 million borrowed under the Concentra credit facilities, and $217.1 million attributable to a non-consolidating interest in Group Holdings. The principal uses of cash for financing activities were for Select’s $26.9 million for a mandatory prepayment of term loans under the Select credit facilities, $13.1 million for dividend payments, and $23.3 million for Concentra’s debt issuance costs.

Financing activities provided $7.8 million of cash flow for the six months ended June 30, 2014. Cash was provided by $90.0 million in net borrowings on the Select revolving facility, $111.7 million from Select’s issuance of additional 6.375% senior notes, offset in part by a $34.0 million mandatory prepayment of term loans under the Select credit facilities and $154.7 million of dividends paid to Holdings in the aggregate that were used to repurchase shares of common stock and pay dividends to common stockholders.

Table of Contents

Capital Resources

Working capital — We had net working capital of $265.9 million at June 30, 2015, compared to net working capital of $133.2 million at December 31, 2014. The increase in net working capital is primarily due to the acquisition of Concentra.

Select credit facilities — On March 4, 2015, Select made a principal prepayment of $26.9 million associated with the Select term loans in accordance with the provision in the Select credit facilities that requires mandatory prepayments of the Select term loans as a result of annual excess cash flow as defined in the Select credit facilities.

At June 30, 2015, Select had outstanding borrowings under the Select credit facilities of $753.3 million (excluding unamortized original issue discounts of $3.5 million) of the Select term loans and borrowings of $320.0 million (excluding letters of credit) under the Select revolving facility. Select had $89.7 million of availability under the Select revolving facility (after giving effect to $40.3 million of outstanding letters of credit) at June 30, 2015.

The Select credit facilities requires us to maintain certain leverage ratios (as defined in the Select credit facilities). For the four consecutive fiscal quarters ended June 30, 2015, Select was required to maintain its leverage ratio (its ratio of total indebtedness to consolidated EBITDA) at less than 5.00 to 1.00. Select’s leverage ratio was 4.80 to 1.00 as of June 30, 2015.

Select revolving facility credit extension amendment — On May 20, 2015, Select entered into an additional credit extension amendment to the Select revolving facility. Pursuant to the terms and conditions of the additional credit extension amendment, the lenders named therein committed an additional $100.0 million in incremental revolving commitments that mature on March 1, 2018. All other material terms and conditions applicable to the Select revolving facility are applicable to incremental revolving commitments created under the additional credit extension amendment.

Concentra credit facilities — MJ Acquisition Corporation used borrowings under the Concentra credit facilities to pay Humana a portion of the purchase price for all of the issued and outstanding stock of Concentra. While this debt is non-recourse to Select, it is included in Select’s financial statements.

Concentra Transaction — On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into the Concentra first lien credit agreement. Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower under the Concentra first lien credit agreement on June 1, 2015. The Concentra first lien credit agreement provides for the Concentra first lien term loan and Concentra revolving facility. The borrowings under the Concentra first lien credit agreement are guaranteed, on a first lien basis, by Concentra Holdings, Inc., the direct parent of Concentra, the domestic subsidiaries of Concentra and will be guaranteed by Concentra’s future domestic subsidiaries and secured by substantially all of Concentra’s and its domestic subsidiaries’ existing and future property and assets and by a pledge of Concentra’s capital stock, the capital stock of Concentra’s domestic subsidiaries and up to 65% of the voting capital stock and 100% of the non-voting capital stock of Concentra’s foreign subsidiaries, if any.

Table of Contents

Borrowings under the Concentra first lien credit agreement will bear interest at a rate equal to:

· in the case of the Concentra first lien term loan, Adjusted LIBO (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to a LIBOR floor of 1.00%), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00%); and

The Concentra first lien term loan will amortize in equal quarterly installments on the last day of each March, June, September and December in aggregate annual amounts equal to 0.25% of the original principal amount of the Concentra first lien term loan commencing in September 2015. The balance of the Concentra first lien term loan will be payable on June 1, 2022. The Concentra revolving facility will be payable on June 1, 2020.

Concentra will be required to prepay borrowings under the Concentra first lien credit agreement with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and the payment of certain indebtedness secured by liens, (2) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (3) 50% of excess cash flow (as defined in the Concentra first lien credit agreement) if Concentra’s leverage ratio is greater than 4.25 to 1.00 and 25% of excess cash flow if Concentra’s leverage ratio is less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00, in each case, reduced by the aggregate amount of term loans and certain debt secured on a pari passu basis optionally prepaid during the applicable fiscal year and the aggregate amount of revolving commitments hereunder reduced permanently during the applicable fiscal year (other than in connection with a refinancing). Concentra will not be required to prepay borrowings with excess cash flow if Concentra’s leverage ratio is less than or equal to 3.75 to 1.00.

The Concentra first lien credit agreement require Concentra to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated EBITDA, as defined in the Concentra first lien credit agreement) of 5.25 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra first lien credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra first lien credit agreement) on such day. Failure to comply with this covenant would result in an event of default under the Concentra revolving facility only and, absent a waiver or an amendment from the lenders, preclude Concentra from making further borrowings under the Concentra revolving facility and permit the lenders to accelerate all outstanding borrowings under the Concentra revolving facility. Upon such acceleration, Concentra’s failure to comply with the financial covenant would result in an Event of Default with respect to the Concentra first lien term loan.

On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, also entered into the Concentra second lien credit agreement. Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower under the Concentra second lien credit agreement on June 1, 2015. The Concentra second lien credit agreement provides for the Concentra second lien term loan. The borrowings under the Concentra second lien term loan are guaranteed, on a second lien basis, by Concentra Holdings, Inc., the domestic subsidiaries of Concentra and will be guaranteed by Concentra’s future domestic subsidiaries and secured by substantially all of Concentra’s and its domestic subsidiaries’ existing and future property and assets and by a pledge of Concentra’s capital stock, the capital stock of Concentra’s domestic

Table of Contents

subsidiaries and up to 65% of the voting capital stock and 100% of the non-voting capital stock of Concentra’s foreign subsidiaries, if any.

Borrowings under the Concentra second lien term loan will bear interest at a rate equal to Adjusted LIBO Rate (as defined in the Concentra second lien credit agreement) plus 8.00% (subject to a LIBOR floor of 1.00%), or Alternate Base Rate (as defined in the Concentra second lien credit agreement) plus 7.00% (subject to an Alternate Base Rate floor of 2.00%).

In the event that, on or prior to June 1, 2016, Concentra prepays any of the Concentra second lien term loan to refinance such term loans, Concentra shall pay a premium of 2.00% of the aggregate principal amount of the Concentra second lien term loan so prepaid and if Concentra prepays any of the Concentra second lien term loan to refinance such term loans on or prior to June 1, 2017, Concentra shall pay a premium of 1.00% of the aggregate principal amount of the Concentra second lien term loan so prepaid. The Concentra second lien term loan will be payable on June 1, 2023.

To the extent such amounts are not used to make a mandatory prepayment under the Concentra first lien credit agreement or to repay revolving indebtedness accompanied by a corresponding permanent reduction in the related revolving commitments, Concentra will be required to prepay borrowings under the Concentra second lien term loan with (1) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and the payment of certain indebtedness secured by liens, (2) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (3) 50% of excess cash flow (as defined in the Concentra second lien credit agreement) if Concentra’s leverage ratio is greater than 4.25 to 1.00 and 25% of excess cash flow if Concentra’s leverage ratio is less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00, in each case, reduced by the aggregate amount of term loans and certain debt secured on a pari passu basis optionally prepaid during the applicable fiscal year and the aggregate amount of senior revolving commitments reduced permanently during the applicable fiscal year (other than in connection with a refinancing). Concentra will not be required to prepay borrowings with excess cash flow if Concentra’s leverage ratio is less than or equal to 3.75 to 1.00.

The Concentra credit facilities also contain a number of affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; and dividends and restricted payments. The Concentra credit facilities contain events of default for non-payment of principal and interest when due (subject to a grace period for interest), cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control.

Select and Holdings are not parties to the Concentra credit facilities and are not obligors with respect to Concentra’s debt under such agreements.

At June 30, 2015, Concentra had outstanding borrowings under its credit facilities of $650.0 million of term loans (excluding unamortized original issue discounts of $3.1 million) and no borrowings under the revolving facility (excluding letters of credit). Concentra had $44.0 million of availability under its revolving credit facility (after giving effect to $6.0 million of outstanding letters of credit) at June 30, 2015.

Table of Contents

Stock Repurchase Program — Holdings’ board of directors has authorized a common stock repurchase program to repurchase up to $500.0 million worth of shares of its common stock. The program will remain in effect until December 31, 2016, unless extended or earlier terminated by the board of directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate. Holdings is funding this program with cash on hand and borrowings under the Select revolving facility. Holdings did not repurchase shares during the six months ended June 30, 2015. Since the inception of the program through June 30, 2015, Holdings has repurchased 34,891,794 shares at a cost of approximately $301.1 million, or an average price of $8.63 per share, which includes transaction costs.

Liquidity — We believe our internally generated cash flows and borrowing capacity under the Select credit facilities will be sufficient to finance operations over the next twelve months. We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers, or otherwise. Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Use of Capital Resources — We may from time to time pursue opportunities to develop new joint venture relationships with significant health systems and other healthcare providers, and from time to time we may also develop new inpatient rehabilitation hospitals. We also intend to open new outpatient rehabilitation clinics in local areas that we currently serve where we can benefit from existing referral relationships and brand awareness to produce incremental growth. In addition to our development activities, we may grow our network of specialty hospitals through opportunistic acquisitions.

Commitments and Contingencies

For purposes of the contractual obligations table below, references to Holdings and Select exclude Concentra. The following table summarizes contractual obligations for both Holdings and Select at June 30, 2015, and the effect such obligations are expected to have on liquidity and cash flow in future periods. Reserves for uncertain tax positions of $12.3 million have been excluded from the tables below as we cannot reasonably estimate the amounts or periods in which these liabilities will be paid.

Contractual Obligations	Total		2015		2016-2018		2019-2020		After 2020
	(in thousands)
6.375% senior notes(1)	$	710,000	$	—	$	—	$	—	$	710,000
Select credit facilities(2)(3)	1,073,277		—		1,073,277		—		—
Other debt obligations	15,554		5,309		8,007		2,238		—
Total debt	1,798,831		5,309		1,081,284		2,238		710,000
Interest(4)	354,190		29,588		215,307		90,570		18,725
Letters of credit outstanding	40,321		—		40,321		—		—
Purchase obligations	37,943		9,611		23,801		4,531		—
Construction contracts	61,337		61,337		—		—		—
Naming, promotional and sponsorship agreement	35,668		1,503		9,440		6,664		18,061
Operating leases	798,199		70,816		331,135		116,347		279,901
Related party operating leases	33,110		2,064		12,714		8,947		9,385
Total contractual cash obligations	$	3,159,599	$	180,228	$	1,714,002	$	229,297	$	1,036,072

(1) Reflects the aggregate principal amount of the 6.375% senior notes which excludes the unamortized premium of $1.4 million at June 30, 2015.

Table of Contents

(2) Reflects the aggregate principal amount of the Select credit facilities which excludes the unamortized original issue discounts of $3.5 million at June 30, 2015.

(3) The balance of the series D term loan will be payable on December 20, 2016 and the balance of the series E term loan will be payable on June 1, 2018 and the Select revolving facility will be payable on March 1, 2018.

(4) The interest obligation for the Select credit facilities was calculated using the average interest rate at June 30, 2015 of 3.0% for the series D term loan, 3.8% for the series E term loan and 4.1% for the revolving portion. The interest obligation was calculated using the stated interest rate for the 6.375% senior notes and 2.9% for the other debt obligations.

The following table summarizes contractual obligations for Concentra at June 30, 2015, and the effect such obligations are expected to have on liquidity and cash flow in future periods.

Contractual Obligations	Total		2015		2016-2018		2019-2020		After 2020
	(in thousands)
Concentra first lien term loan(1)	$	450,000	$	2,250	$	13,500	$	9,000	$	425,250
Concentra second lien term loan (2)	200,000		—		—		—		200,000
Other debt obligations	5,132		1,656		1,531		162		1,783
Total debt	655,132		3,906		15,031		9,162		627,033

Interest(3)	261,881		21,022		107,546		70,762		62,551
Letters of credit outstanding	5,980		—		—		5,980		—
Construction contracts	2,600		2,600		—		—		—
Purchase obligations	1,376		1,173		203		—		—
Operating leases	276,521		29,440		138,267		55,824		52,990
Total contractual cash obligations	$	1,203,490	$	58,141	$	261,047	$	141,728	$	742,574

(1) Reflects the aggregate principal amount of the Concentra first lien term loan which excludes the unamortized original issue discounts of $1.1 million at June 30, 2015.

(2) Reflects the aggregate principal amount of the Concentra second lien term loan which excludes the unamortized original issue discounts of $2.0 million at June 30, 2015.

(3) The interest obligation for the Concentra term loans was calculated using the average interest rate at June 30, 2015 of 4.0% for the Concentra first lien term loan and 9.0% for the Concentra second lien term loan. The interest obligation for other debt obligations was calculated using a weighted average interest for that debt.

In addition, in connection with the acquisition of Concentra, WCAS and the other members of Group Holdings will have a put right (a “Put Right”) with respect to their equity interests in Group Holdings. If a Put Right is exercised by WCAS, Select will be obligated to purchase up to 33-1/3% of the equity interests of Group Holdings that WCAS purchased on June 1, 2015, at a purchase price based on a valuation of Group Holdings performed by an investment bank to be mutually agreed between Select and WCAS, which valuation will be based on certain precedent transactions using multiples of EBITDA and capped at an agreed upon multiple of EBITDA. Select has the right to elect to pay the purchase price in cash or in shares of Holdings’ common stock. WCAS may first exercise its Put Right after June 1, 2018, and then may exercise its Put Right again annually during each fiscal year thereafter. If WCAS exercises its Put Right, the other members of Group Holdings may elect to sell to Select, on the same terms as WCAS, a percentage of their equity interests of Group Holdings that such member purchased on June 1, 2015, up to but not exceeding the percentage of its initial equity interests that WCAS has determined to sell to Select in the exercise of its Put Right. In addition,

Table of Contents

WCAS and the other members of Group Holdings will have a Put Right with respect to their equity interest in Group Holdings in the event Holdings or Select experiences a change of control that has not been previously approved by WCAS and which results in change in the senior management of Select (an “SEM COC Put Right”). If an SEM COC Put Right is exercised by WCAS, WCAS and each other member of Group Holdings will be obligated to sell all (but not less than all) of their equity interests in Group Holdings to Select, at a purchase price based on a valuation of Group Holdings performed by an investment bank to be mutually agreed between Select and WCAS, which valuation will be based on certain precedent transactions using multiples of EBITDA and capped at an agreed upon multiple of EBITDA. Furthermore, Select has a call right (the “Call Right”), whereby each other member of Group Holdings will be obligated to sell all (but not less than all) of their equity interests in Group Holdings to Select at a purchase price based on a valuation of Group Holdings performed by an investment bank to be mutually agreed between Select and WCAS, which valuation will be based on certain precedent transactions using multiples of EBITDA and capped at an agreed upon multiple of EBITDA. Select may first exercise the Call Right after June 1, 2020. We exclude the approximate amount that we may be required to pay to purchase these equity interests in Group Holdings from the contractual obligations table above because of the uncertainty as to: (i) whether or not the Put Right, if exercisable, or the Call Right, will actually be exercised; (ii) the dollar amounts that would be paid if the Put Right or Call Right is exercised; and (iii) the timing and form of consideration of any such payments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures about Market Risk

We are subject to interest rate risk in connection with our long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under the Select credit facilities; and Concentra credit facilities.

As of June 30, 2015 Select had $753.3 million (excluding unamortized original issue discount) in term loans outstanding under the Select credit facilities and $320.0 million in revolving loans outstanding under the Select credit facilities, which bear interest at variable rates.

As of June 30, 2015, Concentra had outstanding borrowings under the Concentra credit facilities of $650.0 million (excluding unamortized original issue discounts) of term loans and no borrowings under the revolving loan portion of the Concentra credit facilities, which bear interest at variable rates.

Each eighth point change in interest rates on the variable rate portion of our long-term indebtedness would result in a $2.2 million annual change in interest expense. However, because the variable interest rate for certain of Select’s and Concentra’s variable rate indebtedness is subject to an Adjusted LIBO Rate floor of 1.00% until the Adjusted LIBO Rate exceeds 1.00%, the interest rate on this indebtedness is currently effectively fixed as follows:

· Select’s aggregate $478.5 million in the Select series E term loan is subject to an Adjusted LIBO Rate floor of 1.00% until the Adjusted LIBO Rate exceeds 1.00%. Select’s interest rate on this indebtedness is currently effectively fixed at 3.75%.

· the $450.0 million Concentra first lien term loan is subject to an Adjusted LIBO Rate floor of 1.00% until the Adjusted LIBO Rate exceeds 1.00%. Concentra’s interest rate on this indebtedness is currently effectively fixed at 4.00%.

Table of Contents

· the $200.0 million Concentra second lien term loan is subject to an Adjusted LIBO Rate floor of 1.00% until the Adjusted LIBO Rate exceeds 1.00%. Concentra’s interest rate on this indebtedness is currently effectively fixed at 9.00%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered in this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, including the accumulation and communication of disclosure to our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding disclosure, are effective as of June 30, 2015 to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms.

Concentra Acquisition

On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with WCAS, consummated the acquisition of Concentra. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of the acquisition.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(d) of the Securities Exchange Act of 1934 that occurred during the second quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with WCAS, consummated the acquisition of Concentra. Effective from that date, we began integrating Concentra into our existing control procedures. The Concentra integration may lead us to modify certain controls in future periods, but we do not expect changes to significantly affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Table of Contents

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

The Company is a party to various legal actions, proceedings and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines and other penalties. CMS or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

Table of Contents

ITEM 1A. RISK FACTORS

The following description of risk factors sets forth material changes to the risk factors associated with our business previously disclosed in Part I, Item 1A of our Annual Report for the year ended December 31, 2014 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, in each case under the heading “Risk Factors.”

Risk Related to our Capital Structure

If WCAS and the other members of Group Holdings exercise their Put Right, it may have an adverse effect on our liquidity. Additionally, we may not have adequate funds to pay amounts due in connection with the Put Right, if exercised, in which case we would be required to issue Holdings’ common stock to purchase interests of Group Holdings and our stockholder’s ownership interest will be diluted.

Pursuant to the Amended and Restated Limited Liability Company Agreement of Group Holdings, WCAS and the other members of Group Holdings have a Put Right with respect to their equity interests in Group Holdings. If a Put Right is exercised by WCAS, Select will be obligated to purchase up to 33-1/3% of the equity interests of Group Holdings that WCAS purchased on June 1, 2015, at a purchase price based on a valuation of Group Holdings performed by an investment bank to be mutually agreed between Select and WCAS, which valuation will be based on certain precedent transactions using multiples of EBITDA and capped at an agreed upon multiple of EBITDA. Select has the right to elect to pay the purchase price in cash or in shares of Holdings’ common stock. WCAS may first exercise its Put Right after June 1, 2018, and then may exercise its Put Right again annually during each fiscal year thereafter. If WCAS exercises its Put Right, the other members of Group Holdings may elect to sell to Select, on the same terms as WCAS, a percentage of their equity interests of Group Holdings that such member purchased on June 1, 2015, up to but not exceeding the percentage of its initial equity interests that WCAS has determined to sell to Select in the exercise of its Put Right.

Furthermore, WCAS and the other members of Group Holdings will have a put right with respect to their equity interest in Group Holdings in the event Holdings or Select experiences a change of control that has not been previously approved by WCAS and which results in change in the senior management of Select (an “SEM COC Put Right”). If an SEM COC Put Right is exercised by WCAS, WCAS and each other member of Group Holdings will be obligated to sell all (but not less than all) of their equity interests in Group Holdings to Select, at a purchase price based on a valuation of Group Holdings performed by an investment bank to be mutually agreed between Select and WCAS, which valuation will be based on certain precedent transactions using multiples of EBITDA and capped at an agreed upon multiple of EBITDA.

Table of Contents

We may not have sufficient funds, borrowing capacity or other capital resources available to pay for the interests of Group Holdings in cash if WCAS and the other members of Group Holdings exercise their Put Rights or maybe prohibited from doing so under the terms of our debt agreements. Such lack of available funds upon the exercising of the Put Rights would force us to issue stock at a time we might not otherwise desire to do so in order to purchase the interests of Group Holdings. To the extent that the interests of Group Holdings are purchased by issuing shares of our common stock, the increase in the number of shares of our common stock issued and outstanding may depress the price of our common stock and our stockholders will experience dilution in their respective percentage ownership in us. In addition, shares issued to purchase the interests in Group Holdings will be valued at the twenty-one trading day volume-weighted average sales price of such shares for the period beginning ten trading days immediately preceding the first public announcement of the Put Right being exercised and ending ten trading days immediately following such announcement. Because the value of the common stock issued to purchase the interests in Group Holdings is, in part, determined by the sales price of our common stock following the announcement that the Put Right is being exercised, which may cause the sales price of our common stock to decline, the amount of common stock we may have to issue to purchase the interests in Group Holdings may increase, resulting in further dilution to our existing stockholders.

Our substantial indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business.

We have a substantial amount of indebtedness. To finance its equity contribution in Group Holdings, Select borrowed an aggregate of $217.9 million under the Select revolving facility. As of June 30, 2015, Select had approximately $1,796.7 million of total indebtedness excluding the debt at Concentra. For the years ended December 31, 2012, December 31, 2013 and December 31, 2014, Select paid cash interest of $80.7 million, $89.1 million and $78.8 million, respectively, on its indebtedness. Taking into account the indebtedness under the Concentra credit facilities, which is nonrecourse to Select, our total indebtedness at June 30, 2015 was $2,448.8 million. Our indebtedness could have important consequences to you. For example, it:

· requires us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, reducing the availability of our cash flow to fund working capital, capital expenditures, development activity, acquisitions and other general corporate purposes;

· increases our vulnerability to adverse general economic or industry conditions;

· limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

· makes us more vulnerable to increases in interest rates, as borrowings under the Select credit facilities and Concentra credit facilities are at variable rates;

· limits our ability to obtain additional financing in the future for working capital or other purposes; and

· places us at a competitive disadvantage compared to our competitors that have less indebtedness.

Any of these consequences could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our indebtedness. In addition, there would be a material adverse effect on our business, financial condition, results of operations and cash flows if we were unable to service our indebtedness or obtain additional financing, as needed.

Table of Contents

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources.”

Our credit facilities and the indenture governing Select’s 6.375% senior notes require us to comply with certain financial covenants and obligations, the default of which may result in the acceleration of certain of our indebtedness.

In the case of an event of default under the agreements governing our indebtedness, the lenders under these agreements could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable. If we are unable to obtain a waiver from the requisite lenders under such circumstances, the lenders could exercise their rights as described above, then our financial condition and results of operations could be adversely affected and we could become bankrupt or insolvent.

The Select credit facilities require Select to maintain a leverage ratio (based upon the ratio of indebtedness to consolidated EBITDA as defined in the agreement), which is tested quarterly. The Select credit facilities also prohibit Select from making capital expenditures in excess of $125.0 million in any fiscal year (subject to a 50% carry-over provision). Failure to comply with these covenants would result in an event of default under the Select credit facilities and, absent a waiver or an amendment from the lenders, preclude Select from making further borrowings under its revolving facility and permit the lenders to accelerate all outstanding borrowings under the Select credit facilities.

The Concentra first lien credit agreement require Concentra to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated EBITDA) of 5.25 to 1.00, which is tested quarterly, but only if Revolving Exposure exceeds 30% of Revolving Commitments on such day. Failure to comply with this covenant would result in an event of default under the Concentra revolving facility only and, absent a waiver or an amendment from the lenders, preclude Concentra from making further borrowings under the Concentra revolving facility and permit the lenders to accelerate all outstanding borrowings under the Concentra revolving facility. Upon such acceleration, Concentra’s failure to comply with the financial covenant would result in an Event of Default with respect to the Concentra first lien term loan.

As of June 30, 2015, Select was required to maintain its leverage ratio (its ratio of total indebtedness to consolidated EBITDA for the prior four consecutive fiscal quarters) at less than 5.00 to 1.00. For the four consecutive fiscal quarters ended June 30, 2015, Select’s leverage ratio was 4.80 to 1.00.

While we have never defaulted on compliance with any of our financial covenants, our ability to comply with these ratios in the future may be affected by events beyond our control. Inability to comply with the

Table of Contents

required financial covenants could result in a default under our indebtedness. In the event of any default under Select’s credit facilities, the lenders could elect to terminate borrowing commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and payable. In the event of any default under Select’s indenture, the trustee or holders of 25% of the notes could declare all outstanding 6.375% senior notes immediately due and payable.

Payment of interest on, and repayment of principal of, our indebtedness is dependent in part on cash flow generated by our subsidiaries.

Payment of interest on, and repayment of principal of our indebtedness will be dependent in part upon cash flow generated by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness. For example, as a general matter, Concentra is restricted from paying dividends under the Concentra credit facilities and therefore we cannot rely on Concentra’s cash flow to repay Select’s indebtedness. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness. In addition, any payment of interest, dividends, distributions, loans or advances by our subsidiaries to us could be subject to restrictions on dividends or repatriation of distributions under applicable local law, monetary transfer restrictions and foreign currency exchange regulations in the jurisdictions in which the subsidiaries operate or under arrangements with local partners. Furthermore, the ability of our subsidiaries to make such payments of interest, dividends, distributions, loans or advances may be contested by taxing authorities in the relevant jurisdictions.

Despite our substantial level of indebtedness, we and our subsidiaries may be able to incur additional indebtedness. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur additional indebtedness in the future. Although the Select credit facilities and the Concentra credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. As of June 30, 2015, Select had $89.7 million of availability under the Select revolving facility (after giving effect to $40.3 million of outstanding letters of credit) and Concentra had $44.0 million of availability under the Concentra revolving facility (after giving effect to $6.0 million of outstanding letters of credit). In addition, to the extent new debt is added to us and our subsidiaries’ current debt levels, the substantial leverage risks described above would increase.

Concentra’s inability to meet the conditions and payments under the Concentra credit facilities, although non-recourse to Select, could jeopardize Select’s equity contribution to Group Holdings .

MJ Acquisition Corporation entered into the Concentra credit facilities to pay a portion of the purchase price for all of the issued and outstanding stock of Concentra to Humana. Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower under the Concentra credit facilities. Select is not a party to the Concentra credit facilities and is not an obligor with respect to Concentra’s debt under such agreements; however, if Concentra fails to meet its obligations and defaults on the Concentra credit facilities, a portion of or all of Select’s equity investment in Group Holdings, the indirect parent company of Concentra, could be at risk of loss.

Table of Contents

Risks Related to Concentra’s Business

If competition to Concentra increases, its profits may decline.

The market to provide occupational health services is highly fragmented and competitive. Historically, Concentra’s primary competitors have typically been independent physicians, hospital emergency departments, and hospital-owned or hospital-affiliated medical facilities. Because the barriers to entry in Concentra’s geographic markets are not substantial and its current customers have the flexibility to move easily to new healthcare service providers, we believe that new competitors to Concentra can emerge relatively quickly. In addition, significant merger and acquisition activity has occurred in Concentra’s industry as well as in industries that supply products to Concentra, such as the hospital, physician, pharmaceutical, medical device and health information systems industries. If competition within Concentra’s industry intensifies, its ability to retain customers or physicians, or maintain or increase its revenue growth, pricing flexibility, control over medical cost trends, and marketing expenses may be compromised.

The markets for Concentra’s consumer health and veteran’s healthcare businesses are also fragmented and competitive. Over 50% of urgent care clinics in the U.S. are owned by physicians and a further 30% are owned by hospitals or hospital/physician joint ventures. Generally, other urgent care clinics in the local communities Concentra serves provide services similar to those Concentra offers, and, in some cases, competing facilities (1) are more established or newer than Concentra’s, (2) may offer a broader array of services to patients than Concentra’s and (3) may have larger or more specialized medical staffs to treat and serve patients. In the future, Concentra expects to encounter increased competition from hospital owned clinics, payor affiliated clinics, retail pharmacy-owned clinics, and healthcare companies in specific geographic markets. If Concentra’s competitors are better able to attract patients or expand services at their facilities than Concentra is, Concentra may experience an overall decline in revenue. Similarly, competitive pricing pressures from our competitors could cause Concentra to lose existing or future community-based outpatient clinic contracts with the Department of Veterans Affairs, which may also cause Concentra to experience an overall decline in revenue.

The nature of the markets that Concentra serves may constrain its ability to raise prices at rates sufficient to keep pace with the inflation of its costs.

Rates of reimbursement for work-related injury or illness visits in Concentra’s occupational health services business are established through a legislative or regulatory process within each state that Concentra serves. Currently, 32 states have fee schedules pursuant to which all healthcare providers are uniformly reimbursed. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for a designated procedure. In the states without fee schedules, healthcare providers are generally reimbursed based on usual, customary and reasonable rates charged in the particular state in which the services are provided. Given that Concentra does not control these processes, it may be subject to financial risks if individual jurisdictions reduce rates or do not routinely raise rates of reimbursement in a manner that keeps pace with the inflation of Concentra’s costs of service.

Additionally, in Concentra’s occupational health services business, an increasing percentage of its visits have related to lower-priced non-injury services. While Concentra is able to directly set the price for these services, the market rates for this portion of its business are substantially lower than the fees it receives for injury-related services. As a result, Concentra’s average rate of reimbursement per visit could increase at rates lower than the rate of inflation in Concentra’s costs, and could cause it to have decreases in the rate of profitability it receives from the services that it provides.

Table of Contents

In Concentra’s veteran’s healthcare business, reimbursement rates are generally set according to the capitated monthly rate based on the number of then enrolled patients at that community-based outpatient clinic. Evolving legislative and regulatory changes aimed at improving veteran’s access to care in the wake of Department of Veterans Affairs scandals (none of which involved Concentra’s community-based outpatient clinics) could result in fewer patients enrolling in community-based outpatient clinics. Federal legislation that permits certain veterans to receive their health care outside of the Department of Veterans Affairs facilities, for example, may reduce demand for services at some of Concentra’s community-based outpatient clinics. Moreover, changes in the methods, manner or amounts of compensation payable for Concentra’s services, including, amounts reimbursable to the community-based outpatient clinics under its agreements with the Department of Veterans Affairs, due to legislative or other changes or shifting budget priorities could result in lower reimbursement for services provided at Concentra’s community-based outpatient clinics. Concentra may receive lower payments from the Veterans Health Administration if fewer eligible veterans are considered to live within the catchments of its community-based outpatient clinics. These trends could adversely affect Concentra’s ability to successfully sustain or grow its earnings.

If the frequency of workplace injuries and illnesses continues to decline, Concentra’s results may be negatively affected.

Approximately 53% of Concentra’s revenue in 2014 was generated from the treatment or review of workers’ compensation claims. In the past decade, the number of workers’ compensation claims has decreased, which Concentra primarily attributes to improvements in workplace safety, improved risk management by employers and changes in the type and composition of jobs. During the economic downturn, the number of employees with workers’ compensation insurance substantially decreased. Although the number of covered employees has increased more in recent years as the employment rate has increased, adverse economic conditions can cause the number of covered employees to decline which can cause further declines in workers’ compensation claims. There may also be a decrease in claims because more workers have access to health insurance since the enactment of the ACA and are less likely to file worker’s compensation claims. In addition, because of the greater access to health insurance and the fact that the U.S. economy has continued to shift from a manufacturing-based to a service-based economy along with general improvements in workplace safety, workers are generally healthier and less prone to work injuries. Increases in employer-sponsored wellness and health promotion programs, spurred in part by the ACA, have led to fitter and healthier employees who may be less likely to injure themselves on the job. Concentra’s business model is based, in part, on its ability to expand its relative share of the market for the treatment and review of claims for workplace injuries and illnesses. If workplace injuries and illnesses decline at a greater rate than the increase in total employment or if total employment declines at a greater rate than the increase in incident rates, the number of claims in the workers’ compensation market will decrease and may adversely affect Concentra’s business.

Concentra’s affiliated professional groups may not be able to recruit and retain sufficient qualified physicians and other licensed providers.

Concentra is dependent upon the ability of its affiliated professional groups to recruit and retain qualified physicians and other licensed providers to provide services to its existing facilities furnishing outpatient services and to expand its business. Concentra’s affiliated professional groups compete with many types of healthcare providers, including hospitals and other practice groups, for the services of qualified physicians and other health care professionals. If Concentra’s affiliated professional groups are not be able to continue to recruit new providers or renew contracts with existing providers on acceptable terms, Concentra’s ability to provide services at its existing or new facilities furnishing outpatient services may be adversely affected.

Table of Contents

If Concentra is unable to manage growth, it may be unable to achieve its expansion strategy.

The success of Concentra’s business strategy depends in part on its ability to expand its operations in the future. In particular, its business plan includes the opening of a number of additional medical centers throughout the U.S. and the expansion of the number of onsite clinics and community-based outpatient clinics it operates to generate additional revenue and better leverage its existing corporate infrastructure. Concentra’s growth has placed, and will continue to place, increased demands on its management, its operational and financial information systems and other resources. Further expansion of Concentra’s operations will require substantial financial resources and management attention. To accommodate its past and anticipated future growth, and to compete effectively, Concentra will need to continue to improve its management, to advance its operational and financial information systems, and to expand, train, manage, and motivate its workforce. Concentra’s personnel, systems, procedures, or controls may not be adequate to support its operations in the future. Further, focusing Concentra’s financial resources and diverting management’s attention to the expansion of its operations may negatively impact its financial results. Any failure to improve Concentra’s management, to advance its operational and financial information systems, or to expand, train, manage or motivate its workforce may reduce or prevent its growth.

If Concentra is unable to implement and enhance its information systems in a manner that leverages its knowledge of the workers’ compensation market and or more efficiently process and manage claims, results may be adversely affected.

To leverage its knowledge of workplace injuries, treatment protocols, outcomes data and complex regulatory provisions related to the workers’ compensation market, Concentra must continue to implement and enhance information systems that can analyze its data related to the workers’ compensation industry. Concentra frequently upgrades existing operating systems and is updating other information systems upon which it relies. Concentra has detailed implementation schedules for these projects that require extensive involvement from its operational, technological and financial personnel. Delays or other problems Concentra might encounter in implementing these projects could adversely affect its ability to deliver streamlined patient care and outcome reporting to its customers.

In addition, Concentra expects that a considerable amount of its future growth will depend on its ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to customers and payors of healthcare. There can be no assurance that Concentra’s current data processing capabilities will be adequate for its future growth, that it will be able to efficiently upgrade its systems to meet future demands, or that it will be able to develop, license or otherwise acquire software to address these market demands as well or as timely as its competitors.

Concentra was carved out of a substantially larger enterprise, and its business could suffer if it fails to develop the systems and infrastructure necessary to support its business.

Concentra is operating as a stand-alone entity and, accordingly, must develop and implement the systems and infrastructure necessary to support its current and future business. While Concentra intends to develop these systems and infrastructure by obtaining services from Select, third-party providers or adding or developing these services internally, if it fails to develop such systems and infrastructure properly, its business will suffer. Humana, Concentra’s parent company prior to the acquisition, historically provided it with operational, financial and other support. Although Concentra intends to obtain operational, financial and other support from Select and third-party providers, Concentra may not be able to receive such services on terms and conditions, including costs, as favorable as those that it had as a subsidiary of Humana. Concentra’s failure to develop the necessary systems and infrastructure to operate as a standalone entity or to add additional staff could seriously harm its business, results of operations and financial condition.

Table of Contents

Prior to the acquisition, vendors interacted with Concentra as a subsidiary of Humana. Concentra’s relationships with industry vendors and companies and the terms on which they transact with Concentra, may be affected by the fact that it will be operating as a more highly leveraged entity without logistical and financial support from Humana. Such vendors may require Concentra to provide financial assurance it was not required to provide prior to the acquisition.

If Concentra loses several significant employer customers, its results may be adversely affected.

Concentra’s results may decline if it loses several significant employer customers in a short period. Most of Concentra’s customer agreements permit either party to terminate without cause upon 30, 60 or 90 days’ prior written notice. Although none of Concentra’s employer customers accounted for more than 2% of its revenue in 2014, if several significant employer customers terminate, or do not renew or extend their agreements with Concentra, its results could be adversely affected. One or more of Concentra’s significant employer customers could be acquired. Additionally, Concentra could lose significant employer customers due to competitive pricing pressures or other reasons. The loss of several significant employer customers could cause a material decline in Concentra’s profitability and operating performance.

Risks Related to the Company’s Business

In conducting our business, we are required to comply with applicable laws regarding fee-splitting and the corporate practice of medicine.

Some states prohibit the “corporate practice of medicine” that restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. Some states similarly prohibit the “corporate practice of therapy.” The laws relating to corporate practice vary from state to state and are not fully developed in each state in which we have facilities.

Table of Contents

Typically, however, professional corporations owned and controlled by licensed professionals are exempt from corporate practice restrictions and may employ physicians or therapists to furnish professional services. Also, in some states hospitals are permitted to employ physicians.

We believe that the Company’s current and planned activities do not constitute fee-splitting or the unlawful corporate practice of medicine as contemplated by these state laws. However, there can be no assurance that future interpretations of such laws will not require structural and organizational modification of our existing relationships with the practices. If a court or regulatory body determines that we have violated these laws or if new laws are introduced that would render our arrangements illegal, we could be subject to civil or criminal penalties, our contracts could be found legally invalid and unenforceable (in whole or in part), or we could be required to restructure our contractual arrangements with our affiliated physicians and other licensed providers.

If we fail to effectively and timely transition to the ICD-10 coding system, our operations could be adversely affected.

CMS has adopted final rules that require all healthcare providers covered by HIPAA, including our facilities, to transition to the new ICD-10 coding system. Use of the ICD-10 coding system is required beginning October 1, 2015. The ICD-10 coding system greatly expands the number and detail of billing codes used for claims compared to the existing ICD-9 coding system. Transition to the ICD-10 system requires significant investment in training staff and affiliated physicians involved in the coding and billing process as well as investment in coding technology and software. In addition, it is possible that our facilities could experience disruption or delays in reimbursement due to technical or coding errors or other implementation issues involving our systems or those of our payors. Further, the ICD-10 coding system could result in decreased reimbursement if the use of ICD-10 codes results in our patients being assigned to different MS-LTC-DRGs with lower levels of reimbursement than were assigned under the ICD-9 coding system.

We are subject to potential legal and reputational risks as a result of our access to personal information of our patients and employees.

Numerous state and federal laws and regulations address privacy and information security concerns resulting from our access to our patients’ and employees’ personal information. In the conduct of our business, we process, maintain, and transmit sensitive data, including patients’ individually identifiable health information. We also contract with other parties to maintain and store our patients’ individually identifiable health information. Our systems and those of our vendors that process, maintain and transmit such data are subject to computer viruses, hacker attacks or breaches. We adhere to policies and procedures designed to ensure compliance with HIPAA and other privacy and information security laws and require our vendors to do so as well. If, however, we or our vendors experience a breach, loss, or other compromise of unsecured protected health information or other personal information, such an event could result in significant civil and criminal penalties, lawsuits, reputational harm and increased costs, any of which could have a material adverse effect on our financial condition and results of operations.

Table of Contents

We may not receive payment from some of our patients because of their financial circumstances.

Some of our patients may not have significant financial resources, liquidity or access to capital. If these patients experience financial difficulties they may be unable to pay for the healthcare services that we will provide, including their copays or deductibles. A significant deterioration in general or local economic conditions could have a material adverse effect on the financial health of our patients, which may adversely affect our financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits to this report are listed in the Exhibit Index appearing on page 76 hereof.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized.

	SELECT MEDICAL CORPORATION


	By:	/s/ Martin F. Jackson
		Martin F. Jackson
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer)

	By:	/s/ Scott A. Romberger
		Scott A. Romberger
		Senior Vice President, Chief Accounting Officer and Controller
		(Principal Accounting Officer)

Dated: August 6, 2015


	SELECT MEDICAL HOLDINGS CORPORATION


	By:	/s/ Martin F. Jackson
		Martin F. Jackson
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer)

	By:	/s/ Scott A. Romberger
		Scott A. Romberger
		Senior Vice President, Chief Accounting Officer and Controller
		(Principal Accounting Officer)

Dated: August 6, 2015

Table of Contents

EXHIBIT INDEX

Exhibit		Description

2.1		Amendment No. 1 to the Stock Purchase Agreement dated as of June 1, 2015, by and among MJ Acquisition Corporation, Concentra Inc. and Humana Inc.

10.1		Additional Credit Extension Amendment, dated as of May 20, 2015, among Holdings, Select, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and lender and the additional lenders names therein, incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K of Select Medical Holdings Corporation and Select Medical Corporation filed on May 20, 2015 (Reg. Nos. 001-34465 and 001-31441).

10.2		Amended and Restated Limited Liability Agreement, dated June 1, 2015, by and among Select, Holdings, WCAS, Cressey & Company Fund IV LP, James Greenwood and Daniel Thomas.

10.3		First Lien Credit Agreement, dated June 1, 2015, by and among, Concentra Holdings, Inc., Concentra, JPMorgan Chase Bank, N.A. as administrative agent, collateral agent and lender and the additional lenders names therein.

10.4		Second Lien Credit Agreement, dated June 1, 2015, by and among, Concentra Holdings, Inc., Concentra, Deutsche Bank AG New York Branch, as administrative agent, collateral agent and lender and the additional lenders names therein.

10.5		Subscription Agreement, dated June 1, 2015, by and among Select, WCAS, Group Holdings and Cressey & Company Fund IV LP.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer, and Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (ii) Condensed Consolidated Balance Sheets as June 30, 2015 and December 31, 2014, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, (iv) Condensed Consolidated Statements of Changes in Equity and Income for the six months ended June 30, 2015 and (v) Notes to Condensed Consolidated Financial Statements.

Exhibit 2.1

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of June 1, 2015 (this “ Amendment ”), is made among MJ Acquisition Corporation, a Delaware corporation (“ Buyer ”), Concentra Inc., a Delaware corporation (the “ Company ”), and Humana Inc., a Delaware corporation (“ Seller ”).

PRELIMINARY STATEMENTS

WHEREAS, the Company, Buyer and Seller are parties to that certain Stock Purchase Agreement, dated as of March 22, 2015 (the “ Purchase Agreement ”);

WHEREAS, the Company, Buyer and Seller desire to amend the Purchase Agreement in the manner set forth below;

WHEREAS, pursuant to Section 12.6 of the Purchase Agreement, the consent of each of the parties hereto is required to amend the Purchase Agreement; and

WHEREAS, Seller and Buyer are simultaneously entering into a transition services agreement to cover certain transition services to be provided by Humana to the Company, a copy of which agreement is attached hereto as Exhibit A.

NOW THEREFORE, in consideration of provisions set forth herein and the rights and obligations sent forth in the Purchase Agreement, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section 1. Definitions . Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Purchase Agreement.

Section 2. Amendment to Recital . The first recital of the Purchase Agreement is hereby amended by deleting “ par value $0.01 per share” and replacing it with “par value $1.00 per share”.

Section 3. Amendment to Definitions . Section 1.1 of the Purchase Agreement is hereby amended by (i) deleting the last sentence of the definition of “Net Working Capital” and replacing it with the following: “For the avoidance of doubt, Net Working Capital shall be calculated exclusive of (a) amounts reflecting accruals with respect to the current portion of the Closing Debt Amount or the Company Transaction Expenses, (b) Cash or any deferred Tax liabilities or deferred Tax assets and (c) costs or expenses to be incurred for Transition Expenditures in connection with the accounts payable or any other liability component of Net Working Capital and (ii) adding the following as a term defined therein immediately after the definition of “Transfer Taxes”:

““ Transition Expenditures ” means any costs or expenses to be incurred by the Company or any of its Subsidiaries or controlled

Affiliates related to the following (i) email and Lync migration from Seller’s data center to the Company’s data center (including hardware costs to create the infrastructure at the Company and other migration costs) or (ii) obtaining or assigning licenses relating to software currently used by the Company or any of its Subsidiaries or controlled Affiliates under licenses held by the Seller or any of its Subsidiaries (other than the Company or any of its Subsidiaries and controlled Affiliates) with Microsoft Corporation with respect to enterprise subscription agreements.”

Section 4. Amendment to the Net Working Capital Calculation Schedule . The Net Working Capital Calculation Schedule set forth in Exhibit A of the Purchase Agreement is hereby deleted in its entirety and replaced with the Net Working Capital Calculation Schedule attached hereto as Exhibit B.

Section 5. Amendment to Purchase Price Calculation . Section 2.2(a) of the Purchase Agreement is hereby amended by (i) deleting the “.” at the end of clause (v) and replacing it with a “,” and (ii) inserting the following at the end thereof: “(vi) minus , an amount equal to $1,600,000.”.

Section 6. Miscellaneous .

6.1. Effect of Amendment . Except as expressly amended or superseded by this Amendment, the Purchase Agreement shall remain in full force and effect. Upon the execution and delivery of this Amendment, the Purchase Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Purchase Agreement, and this Amendment and the Purchase Agreement shall henceforth be read, taken and construed as one and the same instrument. Any reference to the Purchase Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. From and after the date of this Amendment, each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereunder,” “herewith,” “hereby” and hereof’ and words of like import, or to any provision of the Purchase Agreement, as the case may be, unless otherwise stated, refer to the entire Purchase Agreement as a whole or such provision as amended by this Amendment.

6.2. Counterparts and Electronic Signatures . This Amendment may be executed and delivered in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A facsimile or other copy of a signature, including execution and delivery of this Amendment by electronic exchange bearing the copies of the signature of a party hereto, shall be deemed an original for purposes of this Amendment.

6.3. Governing Law . This Amendment shall be governed by and construed in accordance with the Laws of the State of New York, without regard to the choice-of-laws or conflicts-of-laws provisions thereof.

6.4. Severability . Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and this Amendment shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties hereto under this Amendment.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

	MJ ACQUISITION CORPORATION


	By:	/s/ Martin F. Jackson
		Name: Martin F. Jacksom
		Title:

Signature Page to Amendment No. 1 to Purchase Agreement

CONCENTRA INC.


By:	/s/ Ralph M. Wilson
	Name:	Ralph M. Wilson
	Title:	Vice President


HUMANA INC.

By:	/s/ Ralph M. Wilson
	Name:	Ralph M. Wilson
	Title:	Vice President and Associate General Counsel

Exhibit 10.2

Execution

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CONCENTRA GROUP HOLDINGS, LLC

Dated as of
June 1, 2015

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINED TERMS	2

1.1.	Defined Terms	2

ARTICLE II	GENERAL PROVISIONS	10

2.1.	Formation	10

2.2.	Company Name	10

2.3.	Purpose and Business	10

2.4.	Powers	10

2.5.	Location of the Principal Place of Business	11

2.6.	Registered Agent and Registered Office	11

2.7.	Term	11

2.8.	Recordation and Filing	11

2.9.	Title to Assets	11

2.10.	Fiscal Year	12

ARTICLE III	COMPANY INTERESTS	12

3.1.	Members; Company Interests	12

3.2.	Termination Call Option	14

ARTICLE IV	MANAGEMENT	15

4.1.	Board Composition	15

4.2.	Authority, Powers and Duties of Board	16

4.3.	Restrictions on Proxies, Voting Trusts and Voting Agreements	20

4.4.	Indemnification	20

4.5.	Limitation on Liability	21

4.6.	Officers	23

4.7.	Members	24

ARTICLE V	DISTRIBUTIONS	24

5.1.	Distributions	24

5.3.	Limitation on Distributions	24

5.4.	Non-Cash Distributions	24

ARTICLE VI	TAX AND ACCOUNTING MATTERS	24

6.1.	Classification as an Association Taxable as a Corporation	24

TABLE OF CONTENTS

(continued)

		Page

6.2.	Books of Account	25

ARTICLE VII	TRANSFER OF COMPANY INTERESTS	25

7.1.	Transfers	25

7.2.	Transfers to Permitted Transferees	25

7.3.	Securities Law Compliance	26

7.4.	Distributions Subsequent to Transfer	26

ARTICLE VIII	DISSOLUTION, LIQUIDATION, WINDING-UP AND TERMINATION	27

8.1.	Causes of Dissolution	27

8.2.	Winding Up and Liquidation	27

8.3.	Documentation of Dissolution and Termination	27

8.4.	Waiver of Partition	28

ARTICLE IX	TAG-ALONG, DRAG-ALONG, PUT AND CALL AND PREEMPTIVE RIGHTS	28

9.1.	Tag-Along Rights	28

9.2.	Drag-Along Rights	31

9.3.	Put and Call Rights	34

9.4.	Preemptive Rights	40

ARTICLE X	AMENDMENTS TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT	42

10.1.	Amendments	42

ARTICLE XI	QUALIFIED MEMBER INFORMATION, ACCESS AND MANAGEMENT RIGHTS; CONSOLIDATION; EXPENSES	42

11.1.	Qualified Member Information Rights	42

11.2.	Contractual Management Rights	43

11.3.	Consolidation	43

11.4.	Confidentiality	43

11.5.	Expenses	43

ARTICLE XII	GENERAL PROVISIONS	44

12.1.	Confidentiality	44

12.2.	Notices	45

TABLE OF CONTENTS

(continued)

		Page


12.3.	Successors	46

12.4.	Effect and Interpretation	46

12.5.	Counterparts	46

12.6.	Remedies	46

12.7.	Members Not Agents	46

12.8.	Entire Understanding; Etc.	46

12.9.	Severability	46

12.10.	Construction of Agreement	46

12.11.	Third Party Beneficiary	47

12.12.	Duration of Rights Under Agreement	48

12.13.	Consent to Jurisdiction	48

12.14.	Waiver of Jury Trial	48

12.15.	Incorporation of Exhibits	48

12.16.	Assurances	48

iii

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
CONCENTRA GROUP HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, this “ Agreement ”) is made and entered into as of June 1, 2015, by and among Concentra Group Holdings, LLC, a Delaware limited liability company (the “ Company ”), and each of the individuals and entities from time to time named on Schedule I hereto, each as Members of the Company, and is joined in by Select Medical Holdings Corporation, a Delaware corporation (“ Select Holdings ”), solely for the purposes of Sections 4.5 and 9.3(d) hereof.

RECITALS

WHEREAS , on March 22, 2015, MJ Acquisition Corporation, a Delaware corporation (“ Buyer ”), Humana Inc., a Delaware corporation (“ Humana ”), and Concentra Inc., a Delaware corporation (“ Concentra ”), entered into a Stock Purchase Agreement (as amended, the “ Stock Purchase Agreement ”), pursuant to which, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, Buyer is acquiring from Humana all of the issued and outstanding capital stock of Concentra (the “ Acquisition ” and, together with the other transactions to be consummated in connection therewith, the “ Transactions ”), with Concentra becoming an indirect wholly owned Subsidiary of Buyer;

WHEREAS , Concentra delivers occupational medicine, urgent care, physical therapy, and wellness services to employees and the general public through its operation of medical centers and worksite medical facilities, which facilities will hereafter also be considered owned and operated by SEM for purposes of the Indenture dated as of May 28, 2013 between SEM and US Bank, National Association;

WHEREAS , WCAS and SEM entered into a Limited Liability Company Agreement of the Company dated May 8, 2015 (the “ Original Agreement ”);

WHEREAS , in connection with the Transactions, on the date hereof, the Company and each Member that is party to this Agreement on the date hereof entered into a Subscription Agreement (the “ Subscription Agreement ”), pursuant to which such Members are acquiring certain Class A Interests;

WHEREAS , the parties hereto desire to provide for certain matters relating to the Company, the Company Interests and any securities directly or indirectly convertible into or exercisable or exchangeable for Company Interests (“ Options or Convertible Securities ”) that are from time to time held by the Members; and

WHEREAS , the parties desire to enter into this Agreement in order to amend and restate the Original Agreement in its entirety and admit certain additional Members.

NOW, THEREFORE , intending to be legally bound hereby, the parties hereto hereby agree as follows:

AGREEMENTS

ARTICLE I
DEFINED TERMS

1.1. Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ Act ” means the Delaware Limited Liability Company Act, 6 Del . C . §§ 18-101, et seq , as the same may hereafter be amended or supplemented from time to time and any successor thereto.

“ Affiliate ” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person; provided , that officers, directors or employees of the Company or any of its Subsidiaries will not be deemed to be Affiliates of any Member solely by reason of being officers, directors or employees of the Company or any of its Subsidiaries; provided , further , that, for purposes of the definition of Third Party contained in Section 9.2(a) , no portfolio company of WCAS or Cressey (or of any other investment fund under common Control with WCAS or Cressey) shall be deemed to be an Affiliate of the Company, WCAS or Cressey unless at least a majority of the outstanding voting securities of such portfolio company are at the time owned by WCAS or Cressey or such other investment fund.

“ Agreement ” shall have the meaning set forth in the preamble hereto.

“ Applicable Percentage ” means, with respect to any Put Exercise, the quotient obtained by dividing (i) the number of Company Interests that WCAS elects to sell to SEM in connection with such Put Exercise by (ii) WCAS’s Put Cap.

“ Board ” means the Board of Directors of the Company.

“ Board Approval ” shall have the meaning set forth in Section 4.2(h) .

“ Business Day ” means a day other than a day on which commercial banks in New York, New York are authorized or required by law to close.

“ Call Price Per Interest ” means the quotient obtained by dividing the amount in clause (i) below by the amount in clause (ii) below:

(i) the Company Equity Value;

(ii) the number of Fully Diluted Company Interests.

“ Call Valuation Request Period ” means (i) for the Fiscal Year beginning on January 1, 2020, the later of (x) the 60 day period beginning on the fifth anniversary of the date of this

Agreement and (y) the 60 day period following the delivery of the audited financial statements of the Company for the Fiscal Year ending December 31, 2019 and (ii) for each Fiscal Year beginning on and after January 1, 2021, the 60 day period following the delivery of the audited financial statements of the Company for the immediately preceding Fiscal Year.

“ Cash ” means, with respect to a specified Person as of a given measuring date, the aggregate amount of all cash and cash equivalents of such Person and its consolidated Subsidiaries as of such measuring date, as determined in accordance with GAAP, including the amounts of any received but uncleared checks, drafts and wires issued prior to such time, less the amounts of any issued but uncleared checks, drafts and wires issued prior to such time.

“ Certificate of Formation ” means the certificate of formation of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified in accordance with the terms thereof and the terms of this Agreement.

“ Class A Interest ” means a Company Interest having the relative rights, preferences and obligations specified with respect to the Class A Interests set forth in Section 3.1(b) and elsewhere in this Agreement.

“ Class A Member ” means any Member in its capacity as owner of one or more Class A Interests .

“ Class B Interest ” means a Company Interest having the relative rights, preferences and obligations specified with respect to the Class B Interests set forth in Section 3.1(b) and elsewhere in this Agreement.

“ Class B Member ” means any Member in its capacity as owner of one or more Class B Interests .

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Company ” has the meaning set forth in the preamble hereto.

“ Company Business ” means the business of owning and operating medical centers and worksite medical facilities that deliver occupational medicine to the employees of third parties through such centers and facilities and that are not generally open to patients other than such employees.

“ Company Enterprise Value ” means the lesser of (x) the fair market value of the Company and its Subsidiaries (assuming that they were delivered on a debt free, cash free basis) based upon an arm’s-length sale between a willing buyer and a willing seller, without giving effect to minority or illiquidity discount, as determined by the Investment Bank using a precedent transaction analysis based on the precedent transactions set forth on Part I of Exhibit A to this Agreement using multiples of EBITDA, as Exhibit A may be modified from time to time by the mutual agreement of SEM and WCAS in writing, and (y) the amount, without giving effect to any minority or illiquidity discount, equal to the product of (A) the EBITDA multiple set forth on Part II of Exhibit A to this Agreement and (B) the Company’s EBITDA for the

period determined in accordance with, and otherwise calculated in accordance with, Section 9.3(e).

“ Company Equity Plans ” means all option plans, restricted security purchase plans, option agreements, restricted security purchase agreements and other incentive plans and agreements relating to the issuance of Company Equity Securities, including the Grant Agreements.

“ Company Equity Securities ” means all Company Interests or other equity securities now or hereafter issued by the Company, including all Options or Convertible Securities now or hereafter issued by the Company.

“ Company Equity Value ” means, as of the date of any purchase or sale pursuant to a Put Exercise, Call Exercise or SEM COC Put Exercise, the amount equal to (1) Company Enterprise Value determined pursuant to Section 9.3(e) with respect to such Put Exercise, Call Exercise or SEM COC Put Exercise, as applicable, minus (2) the Net Debt and Senior Securities of the Company as of the most recent month end prior to such date, plus (3) the exercise price for all in-the-money Options or Convertible Securities outstanding on such date.

“ Company Interests ” means all Class A Interests and Class B Interests.

“ Control ” (including the terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Cost ” shall have the meaning set forth in Section 9.1(a)(iii) .

“ Cressey ” means Cressey & Company Fund IV LP.

“ Cressey Fund ” means each of (i) Cressey and (ii) each Member that is a Permitted Transferee of Cressey of the type described in clause (iv)(B) of the definition of Permitted Transferee.

“ Cressey Member ” means each of (i) Cressey and (ii) each Member that is a Permitted Transferee of Cressey.

“ Debt and Senior Securities ” means as of a given measuring date and without duplication, all of the Company’s and its consolidated Subsidiaries’ obligations for principal, interest, premiums or other obligations (including prepayment penalties or breakage costs assuming any of the following is repaid or otherwise settled in its entirety on the measuring date) in respect of (a) indebtedness for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, together with all premiums, penalties and accrued interest thereon and other costs, fees and expenses payable in connection therewith, (c) all obligations for the deferred purchase price of property, goods or services other than accounts payable incurred in the ordinary course of business, (d) all indebtedness created or arising under a conditional sale or other title retention agreement with respect to property acquired, (e) all

obligations as lessee or lessees under leases that are recorded as capital leases in accordance with GAAP, (f) all obligations under acceptance, letters of credit, bankers’ acceptances, surety bonds and similar instruments, in each case, to the extent drawn, (g) amounts required to terminate contractual obligations relating to interest rate protection, swap agreements, collar agreements or similar hedging instruments, (h) guarantees of all indebtedness of a Person of the type referred to in clauses (a) through (g) above, (i) all indebtedness of the type referred to in clauses (a) through (h) above that is secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien on property (including accounts and contract rights), even though such Person has not assumed, become liable for or guaranteed the payment of such indebtedness, (j) all Company Equity Securities which are senior to the Class A Interests with respect to dividends or distributions or upon liquidation, (k) amounts with respect to professional liability claims, workers compensation liability claims and employment practices liability claims that are classified and recorded on the financial statements of the Company as a non-current liability, net of any associated receivables or other assets recorded on the financial statements of the Company, in each case as SEM and WCAS mutually agree, and (l) the fees, costs and expenses of the Company incurred in connection with the applicable Put Exercise, Call Exercise or SEM COC Put Exercise (including the fees and expenses of the Investment Bank).

“ Director ” means any member of the Board elected pursuant to Section 4.1 .

“ EBITDA ” means, for any period, with respect to the Company, (i) the consolidated net income of the Company and its Subsidiaries for such period, plus (ii) without duplication and to the extent deducted in determining such consolidated net income for such period, the sum of (A) consolidated interest expense (net of consolidated interest income) of the Company and its Subsidiaries for such period, (B) consolidated income tax expense of the Company and its Subsidiaries, (C) all amounts attributable to depreciation and amortization expense of the Company and its Subsidiaries for such period and (D) any non-cash charges or non-recurring charges (net of any mutually agreed non-cash income or non-recurring income), as SEM and WCAS mutually agree; in each case (x) as determined in accordance with GAAP and (y) as calculated on a pro forma basis giving effect to any acquisitions or dispositions that were consummated during the applicable twelve month period.

“ Exchange Act ” means the Securities Exchange Act of 1934, or any successor federal statute, and the rules and regulations of the United States Securities and Exchange Commission thereunder, as the same may be amended from time to time.

“ Fair Market Value ” means the fair market value based upon an arm’s-length sale between a willing buyer and a willing seller.

“ Fiscal Year ” means (i) the period commencing on the date hereof and ending on December 31, 2015 and (ii) any subsequent 12-month period commencing on January 1 and ending on December 31.

“ Fully Diluted Company Interests ” means, as of any time, the aggregate number of outstanding Class A Interests, Class B Interests (whether or not vested) and Class B Interests underlying in-the-money Options or Convertible Securities outstanding at such time (whether or not vested).

“ GAAP ” means United States generally accepted accounting principles, as in effect from time to time.

“ Grant Agreement ” shall mean, with respect to any Class B Member, any agreement pursuant to which the Company has granted the Class B Member his or her Class B Interests or any Options or Convertible Securities.

“ Governmental Entity ” means any (i) multinational, national, federal, provincial, territorial, state, regional, municipal, local or other governmental or public department, central bank, court, arbitral body, commission, commissioner, tribunal, board, bureau, agency, instrumentality, or stock exchange, domestic or foreign, (ii) any subdivision, agent, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (iv) any self-regulatory agency or organization exercising any regulatory, expropriation or taxing authority.

“ Indemnitee ” means (i) each of the Directors and (ii) each of the Members, but in each case only in his, her or its capacity as such and not in any other capacity.

“ Initial Public Offering ” means the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

“ Investment Bank ” means an investment bank chosen in accordance with Section 9.3(e) from the list of investment banks set forth on Exhibit B to this Agreement, as Exhibit B may be modified from time to time by SEM and WCAS in writing.

“ Joinder Agreement ” means a written instrument in the form of Exhibit C hereto (with such changes thereto as are from time to time reasonably requested by the Company) whereby a Permitted Transferee of Company Equity Securities becomes a party to, and agrees to be bound (to the same extent as its transferor) by, the terms of this Agreement as a “Member” hereunder.

“ Liquidator ” shall have the meaning set forth in Section 8.2 .

“ Majority-In-Interest of the Members ” means one or more Members who hold in the aggregate more than fifty percent (50%) of the Class A Interests then held by the Class A Members.

“ Member ” means those Persons listed under the heading “Members” on the signature pages hereto, their permitted successors and assigns who, at the time of reference thereto, are duly admitted as members of the Company, and any other Person who, at the time of reference thereto, is duly admitted as a member of the Company in accordance with this Agreement, each of the foregoing in its capacity as a member of the Company.

“ Net Debt and Senior Securities ” means, with respect to the Company and its consolidated Subsidiaries, as of a given measuring date, Debt and Senior Securities less Cash.

“ Options or Convertible Securities ” shall have the meaning set forth in the recitals hereto.

“ Permitted Transferee ” means (i) in the case of any Member that is not a natural person, any wholly-owned Subsidiary of such Member but only for so long as such Subsidiary is wholly-owned by the Member, (ii) in the case of a Member who is a natural person, such Member’s parents, spouse and lineal descendants and the lineal descendants of such Member’s parents or spouse, or trusts solely for the benefit of, or corporations, limited liability companies or partnerships, the stockholders, members or general or limited partners of which are only such Member or such Member’s parents, spouse or lineal descendants or the lineal descendants of such Member’s parents or spouse (it being agreed that lineal descendants shall be deemed to include children by adoption for purposes of this clause (ii)), (iii) in the case of each WCAS Member, (A) each of the other WCAS Members, (B) any other investment fund under common Control with WCAS, (C) WCAS Management Corporation (or any other entity serving as a management company for WCAS or any investment fund referred to in (A) or (B) of this clause (iii)) and (D) each partner, manager, member, stockholder, officer, director or employee of or consultant to any of the foregoing referred to in clauses (iii)(A), (iii)(B) or (iii)(C), and (iv) in the case of each Cressey Member, (A) each of the other Cressey Members, (B) any other investment fund under common Control with Cressey, (B) any entity serving as a management company for Cressey or any investment fund referred to in (A) or (B) of this clause (iv) and (D) each partner, manager, member, stockholder, officer, director or employee of or consultant to any of the foregoing referred to in clauses (iv)(A), (iv)(B) or (iv)(C).

“ Person ” means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

“ Public Offering ” means the sale of Company Equity Securities to the public pursuant to an effective registration statement (other than a registration statement on Form S-4, Form S-8 or any similar or successor form) filed under the Securities Act.

“ Put Cap ” means, with respect to a Class A Member or a Class B Member, a number of Company Interests equal to thirty three and one third percent (33 1/3%) of the number of Company Interests issued to such Member on the date of this Agreement or in connection with the closing of the Transactions (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement); provided that if any Company Interests issued to a Member on the date of this Agreement or in connection with the closing of the Transactions are thereafter Transferred to another Member, then, for purposes of determining each Member’s Put Cap only, the owner of such Transferred Company Interests on the date of the WCAS Put Exercise Notice or the Additional Put Exercise Notice shall be deemed to have owned such Transferred Company Interests as of the date of this Agreement or in connection with the closing of the Transactions and the Person who owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions shall be deemed not to have owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions.

“ Put Price Per Interest ” means the quotient obtained by dividing the amount in clause (i) below by the amount in clause (ii) below:

(i) the Company Equity Value;

(ii) the number of Fully Diluted Company Interests.

“ Put Valuation Request Period ” means (i) for the Fiscal Year beginning on January 1, 2018, the later of (x) the 60 day period beginning on the third anniversary of the date of this Agreement and (y) the 60 day period following the delivery of the audited financial statements of the Company for the Fiscal Year ending December 31, 2017 and (ii) for each Fiscal Year beginning on and after January 1, 2019, the 60 day period following the delivery of the audited financial statements of the Company for the immediately preceding fiscal year.

“ Qualified Fund Member ” means (i) each WCAS Fund and (ii) each Cressey Fund.

“ Qualified Member ” means (i) each SEM Member, (ii) each WCAS Member and (iii) each Cressey Member.

“ Qualifying SEM Change of Control ” means an SEM Change of Control that has not been approved by WCAS in writing prior to the consummation thereof.

“ Representatives ” shall have the meaning set forth in Section 12.1 .

“ SEC ” means the United States Securities and Exchange Commission or any other successor agency of the federal government administering the Securities Act and the Exchange Act.

“ Securities Act ” means the Securities Act of 1933, or any successor federal statute, and the rules and regulations of the United States Securities and Exchange Commission thereunder, as the same may be amended from time to time.

“ SEM ” means Select Medical Corporation, a Delaware corporation.

“ SEM Change of Control ” means (a) the sale of all or substantially all of the assets of Select Holdings and its Subsidiaries, taken as a whole (including by Transfer of the capital stock of any Subsidiary of Select Holdings), or (b) a merger, recapitalization or other Transfer or business combination transaction by Select Holdings or SEM, or the stockholders of Select Holdings, with or to any Person (or group of such Persons acting in concert) that results in any Person (or group of such Persons acting in concert) owning, directly or indirectly, more than 50% of the equity interests of Select Holdings, SEM or other holding company holding SEM’s business (or any resulting company after a merger or business combination transaction), but only in the event that, in the case of either (a) or (b), three or more of the SEM NEOs are not officers of SEM or Select Holdings (or the applicable acquirer, successor or any resulting company after a merger or business combination transaction) immediately after the consummation of such transaction.

“ SEM Common Stock ” means the common stock, $0.001 par value per share, of Select Holdings.

“ SEM Directors ” shall have the meaning set forth in Section 4.1(b) .

“ SEM Member ” means (i) SEM and (ii) each Member that is a Permitted Transferee of SEM.

“ SEM NEO ” means, as of any reference date, any “named executive officer” (as defined by Item 402(a)(3) of Regulation S-K promulgated by the SEC) of Select Holdings as would be set forth in a proxy statement of Select Holdings had Select Holdings filed such proxy statement with respect to a period ending on the Business Day immediately preceding such reference date.

“ Shared Services Agreement ” means the agreement, dated as of June 1, 2015, by and between Concentra and SEM pursuant to which SEM will provide certain goods and services to Concentra, as purchaser of such goods and services, as the same may be amended from time to time in accordance with Section 4.2(e).

“ Start Number ” means 196,565,000, which is the number of Class A Interests owned by the WCAS Members as of the date of this Agreement (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement).

“ Subsidiary ” means, with respect to any Person on any date, any Person of which securities or other ownership interests representing more than fifty percent (50%) of the equity interests or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests or more than fifty percent (50%) of the profits or losses of which are, as of such date, owned or held by the applicable Person or one or more subsidiaries of such Person.

“ Supermajority Vote ” means the receipt of both of the following: (i) Board Approval and (ii) if the Board includes at least one (1) WCAS Director, approval of at least one (1) WCAS Director.

“ Tax Sharing Agreement ” means the Tax Sharing Agreement, dated as of June 1, 2015, by and between the Company and Select Holdings, as the same may be amended from time to time in accordance with Section 4.2(e).

“ Transfer ” means any direct or indirect transfer, sale, assignment, pledge, encumbrance, hypothecation or other disposition (including by operation of law), including pursuant to the creation of a derivative security, the grant of an option or other right or the imposition of a restriction on disposition or voting. Notwithstanding the foregoing, a “Transfer” does not include (x) any transfer of limited partnership interests in WCAS or any other Member that is an investment fund under common Control with WCAS or (y) any transfer of limited partnership interests in Cressey or any other Member that is an investment fund under common Control with Cressey.

“ WCAS ” means Welsh, Carson, Anderson & Stowe XII, L.P., a Delaware limited partnership.

“ WCAS Directors ” shall have the meaning set forth in Section 4.1(b) .

“ WCAS Funds ” means (i) WCAS, (ii) Welsh, Carson, Anderson & Stowe XII Delaware, L.P., (iii) Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., (iv) Welsh, Carson, Anderson & Stowe XII Cayman, L.P. and (v) each Member that is a Permitted Transferee of the type described in clause (iii)(B) of the definition of Permitted Transferee of a Person set forth in any of clauses (i) — (iv) of this definition.

“ WCAS Member ” means (i) WCAS, (ii) Welsh, Carson, Anderson & Stowe XII Delaware, L.P., (iii) Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., (iv) Welsh, Carson, Anderson & Stowe XII Cayman, L.P., (v) WCAS XII Co-Investors LLC, (vi) WCAS Management Corporation and (vii) each Member that is a Permitted Transferee of a Person set forth in any of clauses (i) — (vi) of this definition.

ARTICLE II
GENERAL PROVISIONS

2.1. Formation . The Company was formed as a limited liability company on May 8, 2015, upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. The Members hereby agree that all actions taken in connection with the formation of the Company are hereby authorized and ratified in all respects. This Agreement shall constitute the “ limited liability company agreement ” (as that term is used in the Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members and Board shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member or the Board are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2. Company Name . The name of the Company, and the name under which the business of the Company shall be conducted, shall be Concentra Group Holdings, LLC. The Board may change the name of the Company or adopt such trade or fictitious names for the Company as it may determine from time to time.

2.3. Purpose and Business . The purpose of the Company shall be to conduct any lawful business whatsoever that may be conducted by a limited liability company under the Act including, without limitation, acquiring, directly or indirectly, the issued and outstanding capital stock of Concentra, managing and supervising such investment and the Company Business and the other businesses of the Company and its direct and indirect Subsidiaries, selling, distributing or otherwise disposing of such investment, in whole or in part, and engaging in any and all activities necessary, desirable, advisable, incidental or ancillary thereto.

2.4. Powers . Subject to the limitations set forth in this Agreement, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purposes of the Company as set forth in Section 2.3 , including, without limitation, the following:

(a) to acquire, hold, sell or otherwise dispose of, in whole or in part, directly or indirectly, the issued and outstanding capital stock of Concentra, exercise all voting, consent or similar rights in connection therewith, and manage and supervise such investment and the Company Business and the other businesses of the Company and its direct and indirect Subsidiaries;

(b) to enter into the documents in connection with the Transactions to which the Company is a party and to exercise its rights and comply with its obligations thereunder;

(c) to make and perform all contracts, enter into all agreements, and engage in all activities and transactions necessary or advisable to carry out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; and

(d) otherwise to have all the powers available to it as a limited liability company under applicable law.

2.5. Location of the Principal Place of Business . The location of the principal place of business of the Company shall be such location as the Board may from time to time select.

2.6. Registered Agent and Registered Office . The registered agent of the Company in the State of Delaware shall be The Corporation Trust Company, which maintains an office at 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, or such other Person as the Board may from time to time select. The registered office of the Company in the State of Delaware shall be c/o Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801, or such other location as the Board may from time to time select.

2.7. Term . The term of the Company shall continue until the Company is dissolved in accordance with the provisions of Article VIII .

2.8. Recordation and Filing . The Board or any Person designated by the Board shall have the power to execute, file and record any and all certificates, notices, statements and other documents required under the Act or any other applicable law of any jurisdiction where the Company maintains an office or does business. At the request of the Board, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign entity in all such jurisdictions in which the Company may conduct business, provided that no Member shall be required to file any general consent to service of process or to qualify as a foreign corporation, limited liability company, partnership or other entity in any jurisdiction in which it is not already so qualified.

2.9. Title to Assets . Title to Company assets shall be in the name of the Company. The Members shall not have any interest in any specific assets of the Company. The interest of the Members in the Company is personal property.

2.10. Fiscal Year . The Board may change the Fiscal Year of the Company from time to time, in accordance with applicable law, and will promptly give written notice of any such change to the Members.

ARTICLE III
COMPANY INTERESTS

3.1. Members; Company Interests .

(a) Members . Each of the Persons executing this Agreement as a Member (other than WCAS and SEM, which were previously admitted as members of the Company) is hereby admitted as a member of the Company. The names and addresses of the initial Members, together with the class and number of Company Interests held by each such Member, in each case effective immediately following the execution of this Agreement, are set forth on Schedule I hereto. The Board shall update Schedule I as required by the Act and this Agreement and ensure that it accurately reflects the information to be provided for therein. Any amendment or revision to Schedule I made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule I shall be deemed to be a reference to Schedule I as amended and in effect from time to time. Unless delegated such power herein, no Member shall, in its capacity as such, have the authority or power to act for or on behalf of the Company in any manner or to participate in the management or control of the affairs of the Company, to do any act that would be (or could be construed as) binding on the Company, or to make any expenditures on behalf of the Company, and the Members hereby consent to the exercise by the Board of the powers and rights conferred on it by law and by this Agreement. Except as expressly provided for in this Agreement or as expressly required by the Act to be performed or approved by the act of Members, no Company action or event shall be taken by the vote or approval of the Members or require the approval of the Members.

(b) Classes . Subject to Section 3.1(c) , the Company Interests shall be the “ Class A Interests ” issued to, and owned by, the Class A Members and the “ Class B Interests ” issued to, and owned by, the Class B Members. Class A Interests are voting interests in the Company, and include any and all benefits to which such Class A Member is entitled as provided in this Agreement, together with all obligations of such Class A Member to comply with the terms and provisions of this Agreement. The Class A Members shall be the only class of Members that have the right to vote with respect to any matter related to the Company. Each Class A Member shall be entitled to cast one (1) vote per Class A Interest of which such Class A Member is the record owner. Class B Interests are non-voting interests in the Company and, except as required by law, Class B Members shall not be entitled to vote with respect to any matter. Class B Interests include any and all benefits to which such Class B Member is entitled as provided in this Agreement, together with all obligations of such Class B Member to comply with the terms and provisions of this Agreement. With respect to any Class B Member, his or her Class B Interests shall be subject to the vesting and other limitations and restrictions as set forth in such Class B Member’s Grant Agreement.

(c) Issuances of Additional Company Equity Securities . Subject to Sections 4.2(b) and 9.4 , the Board is hereby authorized to cause the Company from time to time to create and issue to the Members or other Persons additional Company Equity Securities in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to those of the Members, all as shall be determined by the Board in its sole discretion and, without the approval of any of the Members, including (A) the right of each such class of Company Equity Securities to share in distributions made by the Company; and (B) the right of each such class of Company Equity Securities upon the dissolution and/or liquidation of the Company. If applicable, each Person acquiring such additional Company Equity Securities shall be admitted to the Company as a Member upon the execution of the Joinder Agreement and satisfaction of all conditions to Transfer.

(d) Interest Certificates . Unless and until the Board shall determine otherwise, Company Interests shall be uncertificated and recorded in the books and records of the Company (including Schedule I ). To the extent any Company Interest is certificated, such certificate shall be in the form approved by the Board from time to time. The Board may determine the conditions upon which a new certificate may be issued in place of a certificate that is alleged to have been lost, stolen or destroyed and may, in its sole discretion, require the owner of such certificate or its legal representative to give an agreement of indemnity or a bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar agent, if any, against any and all losses and claims that may arise as a result of the issuance of a new certificate in place of the one so lost, stolen or destroyed. To the extent any Company Interest is certificated, each certificate will bear a legend substantially to the following effect with such additions thereto or changes therein as the Board may determine are required by law or necessary to give full effect to this Agreement:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF JUNE 1, 2015, AMONG THE COMPANY AND THE OTHER PARTIES THERETO, AS AMENDED, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE VOTING AGREEMENT CONTAINED THEREIN, THE RESTRICTIONS ON TRANSFER CONTAINED THEREIN AND THE REPURCHASE AND FORCED SALE PROVISIONS CONTAINED THEREIN.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST HEREIN MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (C) THE COMPANY AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES LAWS.”

In addition, any certificated Company Interests shall bear such legends as may be required under any other applicable securities laws from time to time.

3.2. Termination Call Option .

(a) In the event a Class B Member’s employment or other service relationship with the Company or any of its Subsidiaries terminates for any reason (whether by the Company, any of its Subsidiaries or the Class B Member), the Company shall have an option (but not the obligation) to purchase (a “ Termination Call Option ”) all or a portion of the vested Class B Interests then owned by such Class B Member or any of its Permitted Transferees (all such vested Class B Interests being collectively referred to as the “ Subject Interests ”) for the Termination Call Option Purchase Price; provided , that all unvested Class B Interests owned by such Class B Member or any of its Permitted Transferees shall be automatically forfeited without payment of any consideration therefor. The Company may exercise a Termination Call Option by written notice to the applicable Class B Member within one hundred eighty (180) days after the later of (x) the date that the applicable Class B Member’s employment or other service relationship with the Company or its Subsidiaries terminates and (y) the date on which the applicable Subject Interests were acquired by such Class B Member or Permitted Transferee. Such notice shall set forth a time and place of closing which shall be no earlier than ten (10) days and no later than ninety (90) days after the date such notice is sent. At the closing, the applicable Class B Member and any other holder of Subject Interests shall deliver any documents that are necessary to transfer to the Company good title to such Person’s Subject Interests, and concurrently with such delivery, the Company shall deliver to the applicable Class B Member or other holder(s), as applicable, the full amount of the Termination Call Option Purchase Price for such Subject Interests in cash.

(b) As used in this Agreement, “ Termination Call Option Purchase Price ” means:

(i) if a Class B Member’s employment or other service relationship with the Company or any of its Subsidiaries has been terminated by the Company or its Subsidiaries for “Cause” (as defined in the Company Equity Plan), the lesser

of (a) the Fair Market Value of the Subject Interests as determined by the Board in its reasonable good faith judgment and (b) the original purchase price, if any, paid for the Subject Interests; and

(ii) in all other cases, the Fair Market Value of the Subject Interests as determined by the Board in its reasonable good faith judgment.

ARTICLE IV
MANAGEMENT

4.1. Board Composition . From and after the date hereof, at each annual or special meeting of Members at which directors are to be elected, and whenever the Members act by written consent with respect to the election of Directors, each Member agrees to vote, or otherwise give such Member’s consent, in respect of all Company Equity Securities at the time owned by such Member or over which such Member has voting control, and take all other necessary actions, and the Company shall take all necessary actions within its control, in order to cause:

(a) the authorized number of directors on the Board to be fixed at eight (8);

(b) subject to Section 4.1(e) , the election to the Board of:

(i) five (5) directors designated by SEM (the “ SEM Directors ”), with the initial SEM Directors being Robert A. Ortenzio, Martin F. Jackson, John Carlyle, Keith Newton and James Greenwood; and

(ii) three (3) directors designated by WCAS (the “ WCAS Directors ”), with the initial WCAS Directors being D. Scott Mackesy, Daniel Thomas and Sidney Ouyang (provided that Sidney Ouyang shall not be designated and elected to the Board until June 2, 2015 (and on such date shall automatically be so designated and elected without any further action on the part of any Person being required), and prior to such date the Board shall have one (1) vacancy);

all of which persons shall hold office, subject to their earlier death, resignation or removal in accordance with clause (c) below, until their respective successors shall have been elected and shall have qualified;

(c) the removal from the Board (with or without cause) of any Director elected in accordance with clause (b)(i) or (b)(ii) above upon the written request of the Member that is entitled to designate such Director under clause (b)(i) or (b)(ii), as applicable, it being agreed that no Member shall vote for or consent to, and the Company shall not take any actions to effect, any other removal (with or without cause) of a Director elected pursuant to clause (b)(i) or (b)(ii) above without the written consent of the Member that is entitled to designate such Director;

(d) upon any vacancy in the Board as a result of any individual designated as provided in clause (b) above ceasing to be a member of the Board, whether by death,

resignation, removal or otherwise, the election to the Board as promptly as possible of an individual designated in accordance with clause (b) above; and

(e) notwithstanding anything in Section 4.1(b) to the contrary, (i) on and after such time as the WCAS Members collectively own a number of Company Interests that is less than or equal to sixty six and two thirds percent (66 2/3%) of the Start Number, SEM shall have the right to designate six (6) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the right to designate two (2) directors pursuant to Section 4.1(b)(ii) (each of which shall be a “WCAS Director” for purposes of this Agreement), (ii) on and after such time as the WCAS Members collectively own a number of Company Interests that is less than or equal to thirty three and one third percent (33 1/3%) of the Start Number, SEM shall have the right to designate seven (7) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the right to designate one (1) director pursuant to Section 4.1(b)(ii) (which shall be a “WCAS Director” for purposes of this Agreement) and (iii) on and after such time as the WCAS Members collectively do not own any Company Interests, SEM shall have the right to designate eight (8) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall no longer have the right to designate any directors pursuant to Section 4.1(b)(ii) .

4.2. Authority, Powers and Duties of Board .

(a) Subject to the limitations set forth in Sections 4.2(b) , (c) and (d) , the Board shall have authority with respect to all aspects of the operations of the Company and the exclusive right to manage and control the business and affairs of the Company, and the Board shall have all rights, powers and authority of a manager under the Act and otherwise under applicable law. Except as otherwise expressly set forth in this Agreement, all determinations, acts and designations to be made by the Company or the Board hereunder shall be made by Board Approval in the Board’s sole discretion. Third parties dealing with the Company are entitled to rely conclusively on the authority of the Board under the Act and as set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement, no Director, acting solely in his or her capacity as such, shall have the right, power or authority to act as agent of the Company, to bind the Company or to execute any documents to be signed by the Company unless expressly authorized in writing by Board Approval.

(b) For so long as the WCAS Members collectively own a number of Company Interests greater than or equal to thirty three and one third percent (33 1/3%) of the Start Number, in addition to any Board Approval or vote or consent of the Members required by this Agreement or applicable Law, the Company shall not take, and shall not permit its Subsidiaries to take, directly or indirectly (including by amendment, merger, consolidation or otherwise), any of the following actions except with a prior Supermajority Vote:

(i) any change in the number of, or method of designating, directors on the Board;

(ii) delegation of rights or powers of the Board requiring a Supermajority Vote hereunder to any committee of the Board (unless WCAS maintains an approval right analogous to the Supermajority Vote with respect to actions of such committee) or any other Person;

(iii) the conduct by the Company or any of its Subsidiaries of any material business other than, or the engagement by the Company or any of its Subsidiaries in any material transaction not substantially related to, either the Company Business or the other businesses of the Company and its direct and indirect Subsidiaries as of the date of this Agreement (and activities related to such businesses);

(iv) any incurrence, assumption or guarantee of indebtedness for borrowed money (except for any indebtedness incurred under Concentra’s first lien credit agreement and the second lien credit agreement, in each case as in effect on the date of this Agreement and as the same may be amended in accordance with this Section 4.2(b)(iv), including borrowings under the revolving facility thereunder or refinancings of such credit agreements) in excess of $20,000,000 in the aggregate, or any material amendment with respect to any of the foregoing or to Concentra’s first lien credit agreement or the second lien credit agreement (it being agreed that any amendment that increases the amount of indebtedness that may be borrowed under a credit agreement shall be deemed material for these purposes);

(v) declare, make or pay any dividend, distribution or transfer (whether in cash, securities or other property) to the Members, or redeem or repurchase any Company Equity Securities (other than Class B Interests) or any equity securities of its Subsidiaries, unless pro rata among all Members owning such securities;

(vi) enter into or amend any agreement, arrangement or transaction with any Member or any Affiliate of any Member, other than as contemplated by and in accordance with the last sentence of Section 4.2(e) .

(vii) issue any Company Equity Securities or admit to the Company any new Member, or issue any equity securities of any Subsidiary of the Company, other than (A) as a result of Transfers of Company Equity Securities by a Member to a Permitted Transferee in accordance with this Agreement or (B) the issuance of Class B Interests pursuant to a management incentive plan, which Class B Interests shall not constitute more than 5% of the fully diluted Company Interests as of immediately after the execution of this Agreement;

(viii) dissolve, liquidate or wind up the Company or any of its material Subsidiaries (other than liquidation or dissolution into the Company or a material wholly owned Subsidiary) or commence a voluntary proceeding seeking reorganization or other similar relief;

(ix) except with respect to a Drag-Along Sale in accordance with Section 9.2 , merge, consolidate or enter into any other business combination, or acquire or sell any assets having a value in excess of $10,000,000 in a single or series of related transactions; or

(x) enter into any contract, arrangement, understanding or other similar agreement with respect to any of the foregoing paragraphs (i)-(ix) of this Section 4.2(b) .

(c) Notwithstanding Section 4.2(a) and (b) (except for clause (iv) below, which shall be subject to the restrictions set forth in Section 4.2(b) ), SEM (and not the Board or any other Member) shall have the sole power and authority to direct the Company with respect to the following matters, and the Company shall not take, and shall not permit its Subsidiaries to take, directly or indirectly (including by amendment, merger, consolidation or otherwise), any of the following actions except with the prior approval of SEM:

(i) the appointment or removal of the Chief Executive Officer of the Company and its Subsidiaries;

(ii) the approval of the operating budget of the Company and its Subsidiaries;

(iii) the approval of the capital budget of the Company and its Subsidiaries; and

(iv) to the extent not otherwise inconsistent with the terms of this Agreement (including Section 4.2(b) ), approval of any action that either SEM or its auditors, in their respective judgment, reasonably believes is necessary to enable SEM to consolidate the financial results of the Company with the financial results of SEM in accordance with GAAP.

(d) The chairperson of the Board shall be an SEM Director. The chairperson shall be entitled to call meetings of the Board as described in Section 4.2(f) and shall have general charge of the affairs and meetings of the Board. The initial chairperson of the Board shall be John Carlyle.

(e) The Board shall have the right to delegate any of its rights, powers and authorities to a committee of the Board consisting of some or all of the Directors. Any such committee shall have a majority of members that are SEM Directors and, for so long as the Board includes at least one (1) WCAS Director, at least one (1) member that is a WCAS Director. The chairperson of any such committee shall be an SEM Director. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, for as long as the Board includes at least one (1) WCAS Director, the Board will delegate full authority to act on behalf of the Company to a committee consisting solely of WCAS Directors when considering or approving any matters pertaining to the Shared Services Agreement, the Tax Sharing Agreement or any subsequent amendments,

modifications or changes to (including approval of amendments adding additional services under the Shared Services Agreement) the foregoing agreements, and the approval of a majority of the members of such committee shall be deemed to be Board Approval for all purposes of this Agreement.

(f) Meetings of the Board may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairperson of the Board with notice thereof being given to each Director. Such notice shall be delivered (i) by overnight delivery at least three (3) Business Days before the meeting addressed to such Director at such Director’s usual or last known business or residence address, (ii) by e-mail at least forty-eight (48) hours before the meeting, or (iii) in person or by telephone at least forty-eight (48) hours before the meeting. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Director. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. Directors may participate in a meeting of the Board (or any committee thereof) by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

(g) At any meeting of the Board or committee thereof, a majority of the Directors then in office and present in person or by proxy shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

(h) Subject to Section 4.2(b) , a quorum being present, any decisions to be made by the Board shall require the approval of a majority of the Board (“ Board Approval ”). Directors may vote in person or by proxy. The person appointed by a Director as his proxy shall in all cases be another Director. A proxy must be filed with the Company before or at the time of the meeting. Unless the writing appointing a proxy otherwise provides, the presence at a meeting of the Director who appointed a proxy shall operate to revoke the appointment. Any proxy granted by a Director shall also be revocable by notice to the Company, in writing, of the revocation of the appointment of a proxy, but any such revocation shall not affect any vote or action previously taken or authorized.

(i) Any action required or permitted to be taken at any meeting of the Board may be taken in writing without a meeting if approved by unanimous written consent of all Directors, and such writing or writings are filed with the records of the meetings of the Board and copies of such are promptly provided to any Director not consenting to such action. Such consent shall be treated for all purposes as Board Approval.

(j) To the fullest extent permitted by law, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Board otherwise

existing at law or in equity, are agreed by the Members to modify such duties and liabilities.

(k) For so long as WCAS has the right to designate any WCAS Directors pursuant to Section 4.1(b), (i) the boards of directors (or similar governing bodies) of Concentra Holdings, Inc., Concentra, any other direct or indirect holding company of Concentra and their respective successor entities shall in each case have the same composition as the Board (including a number of WCAS designees equal to the number of WCAS Directors that WCAS then has a right to designate to the Board) and (ii) each committee of any such board of directors (or similar governing body) shall include at least one individual who is a WCAS Director.

4.3. Restrictions on Proxies, Voting Trusts and Voting Agreements . No Member shall grant any proxy or enter into or agree to be bound by any voting trust with respect to any voting securities of the Company held by him, her or it, which conflicts or is inconsistent in any manner with the provisions of this Agreement, nor shall any Member enter into any voting agreement or other arrangement of any kind with respect to the voting securities of the Company now held or hereafter acquired by him, her or it, which conflicts or is inconsistent in any manner with the provisions of this Agreement.

4.4. Indemnification .

(a) To the fullest extent permitted by law and subject to the remainder of this Section 4.4(a) , the Company shall indemnify and hold harmless each Indemnitee from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on an Indemnitee in respect of amounts of indemnification received hereunder) of any nature whatsoever, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the affairs or businesses of the Company or its Subsidiaries. In furtherance of the foregoing, an Indemnitee shall be entitled to indemnification hereunder unless there has been a final, non-appealable determination by a court of competent jurisdiction that the conduct giving rise to such indemnification constituted bad faith, fraud or willful misconduct. The satisfaction of any indemnification and any holding harmless pursuant to this Section 4.4 shall be from and limited to Company assets (including insurance and any agreements pursuant to which the Company, its officers or employees or any Indemnitee are entitled to indemnification), and no Member shall have any personal liability on account thereof.

(b) To the fullest extent permitted by law, expenses reasonably incurred by an Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof after receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if there is a final adjudication, after all possible appeals have been exhausted, by a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified hereunder.

(c) The right of any Indemnitee to the indemnification expressly provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives.

(d) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that an Indemnitee is not entitled to indemnification under this Agreement.

(e) The Company may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the Board shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the obligation to indemnify such Person against such liability under the provisions of this Agreement. The Company shall purchase such insurance if it is available on terms the Board concludes are reasonable.

(f) The Indemnitees may also have certain rights to indemnification by Affiliates of the Company and/or insurance provided by such Affiliates (the “ Affiliated Indemnitors ”). The Company and its Subsidiaries, jointly and severally, are the indemnitors of first resort (it being understood, for the avoidance of doubt, that the obligations of the Company hereunder to the Indemnitees are primary, and any obligation of the Affiliated Indemnitors to advance expenses or to provide indemnification to the Indemnitees are secondary). Each of the Company and its Subsidiaries irrevocably waives, relinquishes and releases the Affiliated Indemnitors from any and all claims against the Affiliated Indemnitors for contribution, subrogation or any other recovery of any kind in respect of advancements or other indemnification payments. Each of the Company and its Subsidiaries further agrees that no advancement or other indemnification payment by the Affiliated Indemnitors on behalf of any Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or advancement from the Company or any of its Subsidiaries shall affect the foregoing, and the Affiliated Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancements or other indemnification payments. Nothing in the foregoing shall be deemed a limitation on an Indemnitee’s right to indemnification.

(g) The provisions of this Section 4.4 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators, all of whom are express third party beneficiaries of this Section 4.4 .

4.5. Limitation on Liability .

(a) To the fullest extent permitted by law (including Section 18-1101(b), (c), (d) and (e) of the Act):

(i) notwithstanding any duty otherwise existing at law or in equity, and notwithstanding any other provision of this Agreement, neither the Directors

nor any other Indemnitee shall owe any duty (including fiduciary duties or duties under the corporate opportunity doctrine) to the Company, any of the Members or any other Person that is a party to or is otherwise bound by this Agreement, in connection with any act or failure to act; and

(ii) none of the Directors shall have any personal liability to the Company, any of the Members, or any other Person that is a party to or is otherwise bound by this Agreement for monetary damages in connection with any act or failure to act, or breach, whether hereunder, thereunder or otherwise, other than for conduct that constitutes bad faith, willful misconduct or fraud.

(b) If any provision of Section 4.5(a) is held to be invalid, illegal or unenforceable, the duties and personal liability of either the Directors or any other Indemnitee to the Company, any of the Members or any other Person that is a party to or is otherwise bound by this Agreement shall be eliminated to the greatest extent permitted under the Act.

(c) The Members expressly acknowledge that the Board is acting on behalf of the Company. Neither the Board nor any other Indemnitee shall be obligated to consider or not consider the separate interest of any Member or other Person (including the tax consequences to any Member or other Person) in deciding, pursuant to its authority granted under this Agreement, whether to cause the Company to take (or decline to take) any actions that are in the interest of the Company. Neither the Directors nor any other Indemnitee shall be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Members in connection with such decisions.

(d) Notwithstanding anything to the contrary herein, all officers of the Company shall be subject to all fiduciary and other duties under applicable law to the Company and the Members (but not any creditor of the Company). Without limiting the generality of the foregoing, each officer of the Company shall have fiduciary duties to the Company and the Members (but not any creditor of the Company) to the same extent that officers of a Delaware corporation would have to such corporation and its stockholders.

(e) Except as otherwise required by mandatory provisions of applicable law or as expressly set forth herein, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise (including those arising as member, owner or shareholder of another company, partnership or entity). Under the Act, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no distribution to any Member pursuant to this Agreement shall be deemed to constitute money or other property paid or distributed in violation of the Act, and the Members agree that each such distribution shall constitute a compromise of the Members within the meaning of Section 18-502(b) of the Act, and that the Member receiving such distribution shall not be required to return to any Person any such money or property, unless such distribution was made in error or in

contravention of non-waivable provisions of applicable law or in breach of this Agreement. If, however, any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of the other Members.

(f) The provisions of this Section 4.5 are for the benefit of the Indemnitees and their respective heirs, successors, assigns and administrators, all of whom are third party beneficiaries of this Section 4.5 , and shall not be deemed to create any rights for the benefit of any other Persons.

4.6. Officers . The initial officers of the Company shall be as follows, with each such officer being appointed effective immediately following the date of this Agreement, each of whom shall serve until the earlier of their death, resignation, or removal by the Board, which such removal may be for any reason or no reason:

Officer		Title

Robert A. Ortenzio		President

Michael E. Tarvin		Vice President and Secretary

David S. Chernow		Vice President and Assistant Secretary

Joel T. Veit		Vice President and Assistant Secretary

John F. Duggan		Vice President and Assistant Secretary

Martin F. Jackson		Vice President

Daniel F. Bradley		Vice President

John A. Saich		Vice President

Michael F. Malatesta		Vice President

David D. Engelhardt		Vice President

Randall K. Watts		Vice President

Brian R. Rusignuolo		Vice President

The Board shall appoint such additional officers who shall have such power and authority as may be specified in a resolution of the Board. Officers shall serve at the pleasure of the Board.

4.7. Members . No Member shall participate in the control of the Company’s business, transact any business in the Company’s name, or have the power to sign documents for or otherwise bind the Company; provided , however , the Members shall have the consent, voting and other rights expressly provided herein. No Member may withdraw from the Company without the prior written consent of the Board, other than as expressly provided in this Agreement.

ARTICLE V
DISTRIBUTIONS

5.1. Distributions . Distributions, including without limitation, distributions of cash, shall be made to Members only when and if, and in the amounts, the Board shall determine in its sole discretion. All distributions shall be made to the Members pro rata in accordance with the number of Company Interests owned by each Member; provided that any unvested Class B Interests shall be disregarded for purposes of this Section 5.1 , subject to the provisions of any Company Equity Plan that provides for different treatment. If the Company makes a cash distribution to any Member that is subject to withholding or other taxes payable by the Company on behalf of such Member, the Company shall be entitled to withhold any such withholding or other taxes, and any such withheld amounts shall be treated as having been distributed to such Member.

5.2. Limitation on Distributions . Notwithstanding anything to the contrary contained in this Agreement, the Company, and the Board on behalf of the Company, shall not be required to make a distribution to any Member if such distribution would violate this Agreement, the Act or other applicable law.

5.3. Non-Cash Distributions . Whenever a distribution provided for in this Article V is made in property other than cash, the value of such distribution shall be deemed to be the Fair Market Value of such property as determined in the sole discretion of the Board. If the Company makes such a non-cash distribution to any Member and such distribution is subject to withholding or other taxes payable by the Company on behalf of such Member, the Board shall notify such Member as to the amount of such withholding or other taxes and such Member shall make a prompt payment to the Company of such amount by wire transfer.

ARTICLE VI
TAX AND ACCOUNTING MATTERS

6.1. Classification as an Association Taxable as a Corporation . The parties hereto intend the Company be classified as an association taxable as a corporation for United States federal and all applicable state and local income tax purposes. The Board shall, for and on behalf of the Company, take all steps as may be required to establish and maintain the Company’s classification as an association taxable as a corporation for United States federal and all applicable state and local income tax purposes, including, but not limited to, making any required election pursuant to Regulations Section 301.7701-3 promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

6.2. Books of Account . At all times during the continuance of the Company, the Company shall maintain or cause to be maintained books of account that are complete and correct in all material respects, wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased in the course of the Company’s business, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of account kept by Persons engaged in a business of a like kind and character. In addition, the Company shall keep all records as required to be kept pursuant to the Act.

ARTICLE VII
TRANSFER OF COMPANY INTERESTS

7.1. Transfers . No Member may Transfer any Company Equity Securities other than (i) Transfers made with the prior written consent of SEM and WCAS; (ii) with respect to Class A Interests only, Transfers to Permitted Transferees that are made in accordance with Section 7.2 ; (iii) with respect to Class A Interests only, Transfers made pursuant to Section 9.1 (Tag-Along Rights); (iv) Transfers of Class B Interests permitted by the Company Equity Plans and the terms of any applicable Grant Agreement (provided that such Class B Interests are vested for federal income tax purposes at the time of Transfer); (v) Transfers made pursuant to Section 9.2 (Drag-Along Rights); (vi) Transfers made pursuant to Section 9.3 (Put and Call Rights); and (vii) Transfers made pursuant to Section 3.2 (Termination Call Option). Any attempted Transfer of Company Equity Securities in violation of the provisions of this Agreement shall be null and void ab initio and of no effect.

7.2. Transfers to Permitted Transferees . Any Class A Member may, at any time, Transfer any or all of the Company Equity Securities held by such Member to any one or more Permitted Transferees of such Member so long as each such Permitted Transferee duly executes and delivers a Joinder Agreement (such Transfer to be effective only upon the delivery to and acceptance of such Joinder Agreement by the Company); provided , that (A) if the Company so requests in writing, such Joinder Agreement shall not be effective unless and until the Company has been furnished with the opinion contemplated by Section 7.3 below to the effect that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and made in compliance with any other applicable securities laws, (B) no Transfer under this Section 7.2 shall be permitted if such Transfer would result in (x) there being more than fifteen (15) WCAS Members or (y) there being more than five (5) Cressey Members, and (C) no Transfer under this Section 7.2 shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the Exchange Act. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. Each Member hereby agrees that, if any Company Interests are Transferred to a Member’s Permitted Transferee and subsequently such transferee ceases to be a Permitted Transferee of the applicable Member, then all such Company Interests shall, upon such cessation, be automatically Transferred back to the applicable Member without any further action on the part of any Person.

7.3. Securities Law Compliance .

(a) In addition to the requirements set forth in Section 7.1 , each Member agrees that it will not effect any Transfer of Company Equity Securities unless such Transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws. The Company agrees, and each Member understands and consents, that the Company will not cause or permit the Transfer of any Company Equity Securities to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by, and has been made in accordance with the terms of this Agreement and all applicable federal and state securities laws. Any attempted Transfer in violation of the terms hereof shall be null and void ab initio and of no effect. Each Member agrees that in connection with any Transfer of Company Equity Securities that is not made pursuant to a Public Offering, the Company may, in its sole discretion, request an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company stating that such transaction is exempt from registration under the Securities Act and made in compliance with all applicable state securities laws.

(b) With respect to any Company Equity Securities that are then certificated, the Company shall be obligated to promptly reissue certificates without the second paragraph of the legend set forth in Section 3.1(d) at the request of any holder thereof if the holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that, or the Company is otherwise satisfied that, the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or such legend.

7.4. Distributions Subsequent to Transfer . A Transfer of a Member’s Company Interests shall be effective on the first day on which the requirements of Section 7.1 hereof are satisfied, or at such earlier time as the Board determines. Distributions made after the effective date of the Transfer shall be made to the assignee. Notwithstanding anything to the contrary contained herein, the Company and the Board shall be entitled to treat the assignor of Company Interests or rights attributable to the Company Interests or any Member as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written Transfer that conforms to the requirements of this Article VII has been received by and recorded on the books of the Company.

7.5. Registration Rights . Prior to the effectiveness of any registration statement of the Company (or any successor to or parent of the Company) filed in connection with an Initial Public Offering, the Company, the SEM Member and the WCAS Members will enter into a registration rights agreement, in form and substance reasonably satisfactory to the Company (or any successor to or parent of the Company), SEM and WCAS, which agreement shall provide for the following: (a) the SEM Member and WCAS Members would have piggyback registration rights to participate in any secondary shares to be sold in the Initial Public Offering on a pro rata basis, (b) after the Initial Public Offering, SEM would be entitled to three demand registration

rights and unlimited shelf registration rights, (c) after the Initial Public Offering, the WCAS Members would be entitled to three demand registration rights and unlimited shelf registration rights, (d) the SEM Member and WCAS Members would have customary piggyback registration rights to participate in all other Public Offerings and (e) in connection with the Initial Public Offering, the SEM Member and WCAS Members would be subject to the same lock-up as other investors (not to exceed 180 days following the date of the Initial Public Offering) and would be released from the lock-up pro rata to the extent that other investors are so released and (e) such other terms and conditions as are then reasonable and customary to include in such agreements.

ARTICLE VIII
DISSOLUTION, LIQUIDATION, WINDING-UP
AND TERMINATION

8.1. Causes of Dissolution . The Company shall be dissolved upon the first to occur of the following:

(a) the sale or other disposition of all of the Company’s assets; and

(b) the decree of the dissolution of the Company by a court of competent jurisdiction;

provided , that the Company would not be dissolved as a result of the foregoing if the Board determines that it is in the best interests of the Company or the Members to continue the Company’s existence (to the extent permissible under the Act).

To the fullest extent permitted by law, the Members agree that no act, thing, occurrence, event or circumstance shall cause or result in the dissolution or termination of the Company except as provided above in this Section 8.1 .

8.2. Winding Up and Liquidation . Except as otherwise provided in this Agreement, upon dissolution of the Company, the business and affairs of the Company shall be wound up as provided in this Section 8.2 . SEM shall act as the “ Liquidator .” If upon dissolution, however , SEM is no longer a Member, a Majority-In-Interest of the Members shall designate a Person to act as Liquidator. The Liquidator shall wind up the affairs of the Company, shall dispose of such assets of the Company as it deems necessary or appropriate and shall pay and distribute the assets of the Company, including the proceeds of any such dispositions, as follows:

(a) first, to creditors in satisfaction of liabilities of the Company (whether by payment or by the making of reasonable provision for payment as determined by the Liquidator in its sole discretion); and

(b) thereafter, to the Members in accordance with Section 5.1 .

8.3. Documentation of Dissolution and Termination . Upon the dissolution of the Company and the appointment of a Liquidator in accordance with Section 8.2 , the Liquidator shall execute and file all appropriate certificates of amendment to the Certificate of Formation as required under the Act, and shall execute, file and record such other certificates, instruments and

documents as it shall deem necessary or appropriate in each state in which the Company or its Affiliates do business. Upon the completion of the winding-up of the Company (including the application or distribution of all cash or other assets placed in reserve in accordance with Section 8.2 ), the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Formation as required under the Act, and shall execute, file and record such other certificates, instruments and documents as it shall deem necessary or appropriate in each state in which the Company or its Affiliates do business in order to reflect or effect the termination of the Company.

8.4. Waiver of Partition . Each Member hereby waives any right to a partition of the Company’s assets.

ARTICLE IX
TAG-ALONG, DRAG-ALONG, PUT AND CALL AND PREEMPTIVE RIGHTS

9.1. Tag-Along Rights .

(a) Tag-Along Rights .

(i) With respect to any proposed Transfer (other than a Transfer pursuant to Sections 9.2 or 9.3 ) by a Class A Member or Class A Members (collectively, the “ Selling Members ”) of Company Interests to any Person who is not a Permitted Transferee thereof and which Transfer has been approved by the prior written consent of both WCAS and SEM (a “ Proposed Sale ”), each Class A Member (other than the Selling Members) who exercises its rights under this Section 9.1 (each a “ Tagging Member ”) shall have the right to include in the Proposed Sale to the proposed transferee of such Class A Interests (the “ Proposed Transferee ”) a number of Class A Interests up to the product (rounded down to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of Class A Interests owned by such Tagging Member by (B) the aggregate number of Class A Interests then outstanding and (ii) the total number of Class A Interests proposed to be Transferred to the Proposed Transferee, at the same price per Company Interest and upon the same terms and conditions (including time of payment, amount, form and choice of consideration and adjustments to purchase price) as the Selling Members; provided that to the extent one or more Members elect not to sell his, her or its entire allotment, then the allotment of the Tagging Members who have elected to sell their entire allotment (and who elect to sell additional Class A Interests) shall be increased proportionately among such electing Members who wish to sell additional Class A Interests based on their relative holdings up to the full amount of Class A Interests which the non-electing Members were entitled to sell pursuant to this Section 9.1 ; provided , further that in order to be entitled to exercise its right to sell the Company Interests to the Proposed Transferee pursuant to this Section 9.1 , each Tagging Member, if requested by the Selling Members or the Proposed Transferee, (x) shall agree to the same covenants as the Selling Members agree to in connection with the Proposed Sale ( provided that no Tagging Member shall be required to agree to any covenant not to compete or any covenant that would bind

or restrict any Affiliate of a Tagging Member that is not itself a Member), (y) shall be obligated to join individually and ratably (and not jointly and severally) on a pro rata basis (based on the proceeds to be received by such Tagging Member in connection with the Proposed Sale but that in no event exceeds the amount of consideration otherwise received by the Tagging Member in connection with such Proposed Sale) in any pro rata indemnification that the Selling Members agree to provide in connection with the Proposed Sale ( provided that no Tagging Member shall be required to share in any indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to another Member or such other Member’s Company Interests, such as with respect to title to Company Interests or authorization of a Member to enter into transaction agreements (such obligations to be borne solely by the other Member)) and (z) shall make such representations and warranties concerning itself and the Company Interests to be sold by it in connection with such Transfer as each Selling Member makes with respect to itself and its Company Interests (and provide sole indemnity with respect thereto consistent with any indemnification provided by each Selling Member with respect to its representations and warranties); provided , further , that, payment of cash consideration to any Tagging Member entitled to receive less than $100,000 in connection with any such Transfer may be made by check regardless of whether other participating Members receive payment by check or wire transfer of immediately available funds.

(ii) Each Tagging Member will be responsible for funding its proportionate share (based on the proceeds to be received by each Tagging Member in connection with the Proposed Sale) of any adjustment in purchase price or escrow arrangements in connection with the Proposed Sale and for its proportionate share of any withdrawals from any such escrow, including any such withdrawals that are made with respect to claims arising out of such Tagging Member’s agreements, covenants, representations, warranties or other provisions relating to the Proposed Sale and shall receive its proportionate share of any upward adjustment in purchase price or release of funds to the Members from any escrow arrangement in connection with the Proposed Sale.

(iii) Each Tagging Member will be responsible for its proportionate share (based on the proceeds to be received by each Tagging Member in connection with the Proposed Sale) of the fees, commissions and other out-of-pocket expenses (collectively, “ Costs ”) of the Proposed Sale. The Selling Members shall be entitled to estimate in its reasonable, good faith judgment each Tagging Member’s proportionate share of such Costs and to withhold such amounts from payments to be made to each Tagging Member at the time of closing of such Proposed Sale; provided , that (i) such estimate shall not preclude the Selling Members from recovering additional amounts from the Tagging Members in respect of each such Tagging Member’s proportionate share of such Costs and (ii) the Selling Members shall reimburse each Tagging Member to the extent actual amounts are ultimately less than the estimated amounts.

(b) Exercise of Tag-Along Rights; Notices . The Selling Members shall give the Company prior written notice of each Proposed Sale, setting forth the number of Class A Interests proposed to be so Transferred, the identity of the Proposed Transferee, the proposed amount of consideration and other material terms and conditions of payment offered by the Proposed Transferee. In the event that any of the material terms or conditions set forth in the notice are thereafter amended in any material respect, the Selling Members shall also give written notice of the amended terms and conditions of the Proposed Sale to the Company. Upon its receipt of any such notice or amended notice, the Company shall promptly, but in all events within two (2) Business Days of its receipt thereof, forward copies thereof to each of the Class A Members other than the Selling Members (such initial notice, the “ Tag-Along Opportunity Notice ” and any amended notice, an “ Amended Tag-Along Opportunity Notice ”). In order to exercise the tag-along rights provided by this Section 9.1 a Member must send a written notice to the Company and the Selling Members indicating its desire to exercise its rights and specifying the number of Class A Interests it desires to sell, including the number of Class A Interests it would be willing to Transfer if one or more Members do not elect to fully participate in the Proposed Sale (the “ Tag-Along Exercise Notice ”) within twenty (20) Business Days following the giving of the Tag-Along Opportunity Notice to such Member (or if an Amended Tag-Along Opportunity Notice is given to the Members, within twenty (20) Business Days following the giving of such Amended Tag-Along Opportunity Notice). Upon the giving of an Amended Tag-Along Opportunity Notice to a Member that had previously provided a Tag-Along Exercise Notice, such Tagging Member shall be permitted to cancel its exercise of its rights under this Section 9.1 upon delivery within such twenty (20) Business Day period of written notice to the Selling Members and the Company to such effect and shall be released from its obligation hereunder. After the delivery of any Tag-Along Opportunity Notice or an Amended Tag-Along Opportunity Notice, during the applicable twenty (20) Business Day period, each of the Members other than the Selling Members shall have the opportunity to ask and have answered any questions of the Company’s management and the Selling Member regarding such items as the Member may reasonably want to know with respect to the sale of Company Interests in the Proposed Sale. There shall be no liability on the part of the Selling Members to any Tagging Member if the sale of Company Interests pursuant to this Section 9.1 is not consummated for whatever reason. Whether or not to consummate a Proposed Sale shall be within in the sole and absolute discretion of the Selling Members.

(i) At the closing of the Proposed Sale, if the applicable Company Interests are certificated, each Tagging Member shall deliver to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent the Company Interests that such Tagging Member is permitted to dispose of pursuant to this Section 9.1 . The consummation of the Proposed Sale shall be subject to the sole discretion of the Selling Members, who shall have no liability or obligation whatsoever to any Tagging Member participating therein except as set forth in this Section 9.1 . In connection with the consummation of

any such Proposed Sale, each Tagging Member shall transfer to the Proposed Transferee at the closing of such Proposed Sale the Company Interests to be disposed of by any Tagging Members and the Proposed Transferee shall concurrently remit to each Tagging Member that portion of the proceeds of the disposition to which such Tagging Member is entitled by reason of such participation.

(ii) If any Tagging Member exercises its rights under this Section 9.1 , the closing of the purchase of the Company Interests with respect to which such rights have been exercised will take place concurrently with the closing of the sale of the Selling Member’s Company Interests to the Proposed Transferee. If, by the end of the ninety (90) day period following the date of delivery of the Tag-Along Opportunity Notice (or, following the delivery of the last Amended Tag-Along Opportunity Notice, if applicable), the Selling Members and the Proposed Transferee have not completed the Proposed Sale, each Tagging Member shall be released from its obligations under this Section 9.1 , and the Tag-Along Exercise Notices shall be null and void, and it shall be necessary for the terms of this Section 9.1 to be separately complied with in order to consummate such Proposed Sale pursuant to this Section 9.1 .

(d) Upon delivering a Tag-Along Exercise Notice, each Tagging Member will, if requested by the Selling Members, execute and deliver a power of attorney in form and substance reasonably satisfactory to the Selling Members with respect to the Proposed Sale and the Company Interests that are to be sold by such Tagging Member pursuant hereto (a “ Tag-Along Power of Attorney ”); it being understood that the Tag-Along Power of Attorney will provide that each such Tagging Member will irrevocably appoint said attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Tag-Along Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in this Section 9.1 . For the avoidance of doubt, if by the end of ninety (90) days following the date of delivery of the Tag-Along Opportunity Notice (or, following the delivery of the last Amended Tag-Along Opportunity Notice, if applicable), the Selling Members and the Proposed Transferee have not completed the Proposed Sale, each Tag-Along Power of Attorney and all authority, power and rights granted therein shall be revoked, rescinded and terminated and the Tag-Along Power of Attorney shall be null and void ab initio .

9.2. Drag-Along Rights .

(a) Drag-Along Rights . If Members owning greater than 65% of the issued and outstanding Class A Interests (collectively, the “ Dragging Members ”) approve (x) a sale or exchange (by merger, consolidation or otherwise) of at least a majority of the Company Interests that are then issued and outstanding to a Person who is not an Affiliate of the Company or the Dragging Members (a “ Third Party ”) or (y) a sale or exchange by the Company and its Subsidiaries to a Third Party of all or substantially all of the assets of Company and its Subsidiaries, taken as a whole, then each Member other than the Dragging Members (the “ Drag-Along Members ”) hereby agrees that such

Member shall (A) waive any appraisal rights that it would otherwise have in respect of the Drag-Along Sale (as defined below), (B) vote for, approve and otherwise consent to and raise no objection against (and instruct any Directors appointed by such Drag-Along Members to vote for, approve and otherwise consent to and raise no objection against) the Drag-Along Sale, (C) Transfer to or exchange with such Third Party, subject to the other provisions of this Section 9.2 , on the terms approved by the Dragging Members in respect of their Company Interests to be sold or exchanged in the transaction, including time of payment, amount, form and choice of consideration and adjustments to purchase price, that number of Company Interests equal to the number outstanding Company Interests owned by such Member immediately prior to the Drag-Along Sale multiplied by the aggregate percentage of Company Interests to be sold in the Drag-Along Sale (if structured as a sale or exchange of equity), and (D) take any other action in connection with the Drag-Along Sale as may be reasonably requested by the Dragging Members. Each Drag-Along Member agrees to cooperate in connection with the consummation of a Drag-Along Sale, including the execution of such agreements, stock powers and other related documents as may be required to effect the Drag-Along Sale. Notwithstanding the foregoing, no Drag-Along Member which receives all cash in an amount meeting the requirement of this Section 9.2(a) shall have any right whatsoever hereunder to invest in any Third Party or to retain or receive any securities of the Company or securities of any Third Party acquiring the Company (and the condition set forth in this Section 9.2(a) shall be deemed satisfied) even if other Members are granted a right to invest in any entity acquiring the Company or to retain or receive any securities of the Company or to exchange securities of the Company for securities of any entity acquiring the Company.

(b) Exercise of Drag-Along Rights; Notices; Certain Conditions of Drag-Along Sales .

(i) The Dragging Members will promptly give notice (the “ Drag-Along Notice ”) to the Company (which will promptly give notice to the Drag-Along Members) of any proposed Transfer giving rise to the rights of the Dragging Members set forth in this Section 9.2 (a “ Drag-Along Sale ”) not less than ten (10) Business Days prior to the proposed closing date for such Drag-Along Sale. The Drag-Along Notice will set forth the number of Company Interests proposed to be Transferred in the Drag-Along Sale, the identity of the proposed transferee or acquiring Person, the proposed amount and form of consideration, the number of Company Interests sought and the other material terms and conditions of the offer.

(ii) Each Drag-Along Member (x) shall agree to the same covenants as the Dragging Member agrees to in connection with the Drag-Along Sale ( provided that no Drag-Along Member shall be required to agree to any covenant not to compete or any covenant that would bind or restrict any Affiliate of a Drag-Along Member that is not itself a Member), (y) shall be obligated to join individually and ratably (and not jointly and severally) on a pro rata basis (based on the proceeds to be received by such Drag-Along Member in connection with the Drag-Along Sale but that in no event exceeds the amount of consideration

otherwise received by the Drag-Along Member in connection with such Drag-Along Sale) in any pro rata indemnification that the Dragging Members agree to provide in connection with the Proposed Sale ( provided that no Drag-Along Member shall be required to share in any indemnification obligations relating to a breach of a representation, warranty or covenant relating solely to another Member or such other Member’s Company Interests, such as with respect to title to Company Interests or authorization of a Member to enter into transaction agreements (such obligations to be borne solely by the other Member)) and (z) shall make such representations and warranties concerning itself and the Company Interests to be sold by it in connection with such Drag-Along Sale as each Dragging Member makes with respect to itself and its Company Interests (and provide sole indemnity with respect thereto consistent with any indemnification provided by each Dragging Member with respect to its representations and warranties).

(iii) Each Drag-Along Member will be responsible for funding its proportionate share (based on the proceeds to be received by each Member in connection with the Drag-Along Sale) of any adjustment in purchase price or escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals from any such escrow, including any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties or other provisions relating to the Drag-Along Sale and shall receive its proportionate share of any upward adjustment in purchase price or release of funds to the Members from any escrow arrangement in connection with the Drag-Along Sale.

(iv) Each Drag-Along Member will be responsible for its proportionate share (based on the proceeds to be received by each Member in connection with the Drag-Along Sale) of the Costs of the Drag-Along Sale. The Dragging Members shall be entitled to estimate in their reasonable, good faith judgment each Drag-Along Member’s proportionate share of such Costs and to withhold such amounts from payments to be made to each Drag-Along Member at the time of closing of the Drag-Along Sale; provided that (i) such estimate shall not preclude the Dragging Members from recovering additional amounts from the Drag-Along Members in respect of each Drag-Along Member’s proportionate share of such Costs and (ii) the Dragging Members shall reimburse each Drag-Along Member to the extent actual amounts are ultimately less than the estimated amounts.

(i) At the closing of such Drag-Along Sale, if the Company Interests are certificated and if so requested by the Dragging Members, each of the Drag-Along Members shall deliver certificates evidencing the Company Interests then held by it which are to be sold in connection with such sale, duly endorsed for transfer or accompanied by interest powers executed in blank, against payment of

the purchase price therefor by check or wire transfer to the account or accounts specified by such Drag-Along Member.

(ii) If the Drag-Along Sale is not consummated within 180 days from the date of the Drag-Along Notice, the Dragging Members must deliver another Drag-Along Notice in order to exercise its rights under this Article IX with respect to such Drag-Along Sale.

(d) Power of Attorney . Each Drag-Along Member hereby appoints each Dragging Member as such Drag-Along Member’s attorney-in-fact, agent and representative with respect to such action to be taken by such Member set forth in this Section 9.2 . Each such power-of-attorney granted hereby is coupled with an interest and shall be irrevocable (except as set forth in the last sentence of this Section 9.2(d) ) by any Drag-Along Member in any manner or for any reason. This authority granted to the Dragging Members shall not be affected by the death, illness, dissolution, disability, incapacity, bankruptcy, insolvency or other inability to act of any Member pursuant to any applicable law. Pursuant to this power of attorney, the Dragging Members have full power and authority to act on each Drag-Along Member’s behalf with respect to (and subject to the terms and conditions of) the matters specified in this Section 9.2 and the Dragging Members are authorized to make the Drag-Along Member party to any shareholder, investor rights, voting, registration rights or other similar agreements to be entered into in connection with any Drag-Along Sale. For the avoidance of doubt, if the applicable Drag-Along Sale is not consummated within 180 days from the date of the Drag-Along Notice, all authority, power and rights granted pursuant to this Section 9.2(d) shall be revoked, rescinded and terminated with respect to such Drag-Along Sale until the Dragging Members deliver another Drag-Along Notice in accordance with this Section 9.2 with respect to the Drag-Along Sale .

9.3. Put and Call Rights .

(a) Put Rights . On and after the third anniversary of the date of this Agreement, during each Put Valuation Request Period, WCAS shall have the right to send one (1) written notice to the Company (with a copy to SEM) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e) hereof (each, a “ Put Valuation Request ”). Following delivery of a Put Valuation Request, the Company shall instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e) hereof. During the ten (10) day period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e) , WCAS may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to WCAS’s Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “ WCAS Put Exercise ”). Any WCAS Put Exercise shall be made by delivery of a written notice by WCAS to SEM and the Company during such ten (10) day period (each, a “ WCAS Put Exercise Notice ”),

which WCAS Put Exercise Notice shall indicate the number of Company Interests that WCAS wishes to sell to SEM subject to WCAS’s Put Cap. Following proper delivery of a WCAS Put Exercise Notice, the Company shall promptly notify each Class A Member (other than WCAS) and Class B Member of the WCAS Put Exercise in writing (each, a “ WCAS Put Notification ”), and each Class A Member (other than WCAS) and Class B Member, during the ten (10) day period following such Member’s receipt of such WCAS Put Notification, may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to the product of such Member’s Put Cap and the Applicable Percentage, in each case at a price per interest equal to the Put Price Per Interest (each, an “ Additional Put Exercise ” and together with a WCAS Put Exercise, each a “ Put Exercise ”). For the avoidance of doubt, if WCAS does not deliver a WCAS Put Exercise Notice during an applicable period, no other Member may deliver an Additional Put Exercise Notice or otherwise sell any Company Interests in connection with the put rights described in this Section 9.3(a) for such period. Any Additional Put Exercise shall be made by delivery of a written notice by the applicable Member to SEM and the Company during the ten (10) day period following such Member’s receipt of the WCAS Put Notification (each, an “ Additional Put Exercise Notice ” and together with a WCAS Put Exercise Notice, each a “ Put Exercise Notice ”), which Additional Put Exercise Notice shall indicate the number of Company Interests that such Member wishes to sell to SEM subject to such Member’s Put Cap; provided however that, with respect to Class B Members, such Member may only elect to sell vested Class B Interests to SEM and for only so long as such Member is an employee of the Company or one of its Subsidiaries. In connection with each Put Exercise, (x) SEM shall purchase, and the applicable Class A Member or Class B Member shall sell, the applicable Company Interests no later than forty five (45) days following delivery of the applicable Put Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Put Exercise and ending on the tenth (10 th ) trading day immediately following such announcement) or (C) a combination thereof; provided that each Member delivering a Put Exercise Notice shall be paid in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (other than as required by Section 9.3(d) ).

(b) Call Rights . On and after the fifth anniversary of the date of this Agreement, during each Call Valuation Request Period, SEM shall have the right to send a written notice to the Company (with a copy to WCAS) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) (each, a “ Call Valuation Request ”). Following delivery of a Call Valuation Request, the Company shall instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) . During the ten (10)

day period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) , SEM may elect, in its sole and absolute discretion, to purchase from the Class A Members and Class B Members all or less than all of such Members’ Company Interests at a price per interest equal to the Call Price Per Interest (each, a “ Call Exercise ”); provided that SEM shall purchase the same relative proportion of each such Member’s Company Interests in connection with any Call Exercise. Any Call Exercise shall be made by delivery during such ten (10) day period of a written notice by SEM to the Class A Members and Class B Members (each, a “ Call Exercise Notice ”), which Call Exercise Notice shall indicate the number of Company Interests that SEM wishes to purchase from such Members. In connection with each Call Exercise, (x) SEM shall purchase, and the applicable Members shall sell, the applicable Company Interests no later than forty five (45) days following delivery of the applicable Call Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Call Exercise and ending on the tenth (10 th ) trading day immediately following such announcement) or (C) a combination thereof; provided that each Class A Member and Class B Member shall be paid in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (other than as required by Section 9.3(d) ).

(c) SEM COC Put Right . During the sixty (60) day period following a Qualifying SEM Change of Control, WCAS shall have the right to send a written notice to the Company (with a copy to SEM) requesting that the Company have an Investment Bank determine the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e) (each, an “ SEM COC Valuation Request ”). Following delivery of an SEM COC Valuation Request, the Company shall instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e) . During the ten (10) day period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Put Price Per Interest, (i) WCAS may elect, in its sole and absolute discretion, to sell to SEM all (but not less than all) of the Company Interests it then owns to SEM at a price per interest equal to the Put Price Per Interest (an “ SEM COC Put Exercise ”) and (ii) if WCAS elects to make an SEM COC Put Exercise, each Class A Member and Class B Member shall be obligated to sell all (but not less than all) of the Company Interests that it then owns to SEM at a price per interest equal to the Put Price Per Interest. Any SEM COC Put Exercise shall be made by delivery of a written notice by WCAS to SEM and the Company (an “ SEM COC Put Exercise Notice ”). Following delivery of an SEM COC Put Exercise Notice, the Company shall promptly notify each Class A Member (other than WCAS) and Class B Member of the SEM COC Put Exercise. In connection with an

SEM COC Put Exercise, (x) SEM shall purchase, and the applicable Members shall sell, the applicable Company Interests no later than forty five (45) days following delivery of the SEM COC Put Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods: (A) wire transfer of immediately available funds, (B) at the election of WCAS, but subject to the consent of the purchaser of SEM (or its assets) in the Qualifying SEM Change of Control, the same form of consideration paid in the Qualifying SEM Change of Control (with respect to any publicly traded securities, valued at the 21 trading day volume-weighted average sales price of such securities for the period beginning ten (10) trading days immediately preceding the first public announcement of the SEM COC Put Exercise and ending on the tenth (10 th ) trading day immediately following such announcement) or (C) at the election of WCAS, but subject to the consent of the purchaser of SEM (or its assets) in the Qualifying SEM Change of Control, a combination thereof; provided that if any non-cash consideration is paid to the extent permitted by this sentence, each Member shall be paid in the same relative mix of cash and form of consideration paid in the Qualifying SEM Change of Control. Each Member hereby acknowledges that the issuance of any securities that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws and will therefore be subject to transfer restrictions under applicable securities laws.

(d) Resale of SEM Common Stock .

(i) If in connection with any Put Exercise or Call Exercise, SEM shall elect to pay any of the applicable purchase price in shares of SEM Common Stock, Select Holdings shall promptly file with the SEC (in no event later than thirty (30) days following the issuance of such shares of SEM Common Stock), and use its commercially reasonable efforts to cause to become and remain effective for so long as the applicable Class A Member or Class B Member holds such shares of SEM Common Stock, an effective resale registration statement (the “ Resale Registration Statement ”) to register the resale of all such shares of SEM Common Stock; provided , however , that Select Holdings shall not be required to file or maintain a Resale Registration Statement with respect to any shares of SEM Common Stock when (A) a registration statement with respect to the sale of such shares shall have become effective under the Securities Act and all such securities shall have been disposed of in accordance with such registration statement, (B) (but only so long as) all such shares may be sold pursuant to Rule 144 (or any successor provision) under the Securities Act free of any restrictions on transfer (including volume limitations) or (C) all such shares shall have ceased to be outstanding.

(ii) Notwithstanding anything to the contrary contained herein, if there is a possible acquisition or business combination or other transaction, business development or event involving Select Holdings or any of its Subsidiaries that, upon the advice of counsel, would require disclosure in the Resale Registration Statement and Select Holdings determines in the exercise of its good faith judgment and not for the purpose of avoidance of its obligations under this

Section 9.3 that such disclosure is not in the best interest of Select Holdings or its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Resale Registration Statement would be impracticable or would make any statement in the Resale Registration Statement untrue in any material respects, then Select Holdings shall be entitled to delay the filing of the Resale Registration Statement until the termination of the condition giving rise to such delay; provided , however , that Select Holdings shall not be permitted to exercise the rights in this Section 9.2(d)(ii) for a period or periods not to exceed ninety (90) days in the aggregate in any three hundred sixty-five (365) day period.

(iii) Select Holdings shall not be required to register or qualify any SEM Common Stock issued pursuant to this Section 9.3(d) under any state securities or “blue sky” laws of such jurisdiction other than as it deems necessary in connection with the chosen method of distribution or to take any other actions or do any other things other than those it reasonably deems necessary or advisable to consummate such distribution, and Select Holdings shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service or process in any such jurisdiction.

(iv) In connection with the resale, Select Holdings may require a Class A Member or Class B Member to furnish to Select Holdings such information regarding such Class A Member or Class B Member, as applicable, and the distribution of such securities as Select Holdings may from time to time reasonably request in writing.

(v) Select Holdings shall promptly notify each Class A Member and Class B Member when Select Holdings becomes aware of (a) the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such Resale Registration Statement or (b) the happening of any event as a result of which the Resale Registration Statement, as then in effect, the prospectus related thereto or any document included therein by reference includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (and such Member shall forthwith discontinue disposition of SEM Common Stock pursuant to the registration statement covering such securities until such Member’s receipt of the copies of the supplemented or amended prospectus), and as promptly as reasonably practicable thereafter, Select Holdings shall prepare and file with the SEC, and furnish without charge to such Members, an amendment or supplement to the Resale Registration Statement or prospectus, which shall correct such misstatement or omission or effect such compliance.

(e) In the event a Put Valuation Request, Call Valuation Request or an SEM COC Valuation Request is made pursuant to the terms of this Section 9.3 , the Investment Bank shall determine the Company Enterprise Value and the Put Price Per Interest or Call Price Per Interest, as applicable, for all purposes of this Agreement, and such determinations shall be binding on all the Members and the Company. WCAS and SEM shall mutually agree on an Investment Bank to make such determinations within five (5) Business Days following delivery of the Put Valuation Request, Call Valuation Request or SEM COC Valuation Request, as applicable. The selected Investment Bank shall be instructed to use its commercially reasonable efforts to deliver its determinations within forty five (45) days of its engagement. When making the determinations pursuant to this Section 9.3(e) with respect to a Put Valuation Request, Call Valuation Request or an SEM COC Put Valuation Request, (i) the Investment Bank shall calculate EBITDA and (ii) the applicable period for the calculation of EBITDA shall be the twelve (12) calendar month period ended on the last day of the most recent calendar month for which month-end financial statements are available at the time of the delivery of the Put Valuation Request, Call Valuation Request or SEM COC Put Valuation Request, as applicable, and such calculation shall be based on the Company’s monthly financial statements for each month in the applicable twelve (12) calendar month period, in each case prepared in accordance with GAAP and consistent with the Company’s historical accounting methodologies, policies and procedures. The Company will provide such access to its books, records and personnel as is necessary to allow the Investment Bank to make such determinations. The fees and expenses of the Investment Bank will be borne by the Company.

(f) On the True Up Date of a Member, in addition to the payments of the Call Price Per Interest or Put Price Per Interest due to such Member on such date, SEM shall pay to such Member in cash its True Up Amount (as defined below), if any, with respect to any previous Put Exercises by such Member or Call Exercise by SEM prior to the True Up Date. For purposes of this Section 9.3(f) ,

(i) “ Disregarded Securities ” means, with respect to any prior determination of Put Price Per Interest or Call Price Per Interest, any unvested Class B Interests or unvested Class B Interests underlying in-the-money Options or Convertible Securities that (x) were outstanding at the time of, and included in, the number of Fully Diluted Company Interests used in such calculation of Put Price Per Interest or Call Price Per Interest, and (y) were subsequently forfeited and are no longer outstanding on the True Up Date (other than Options or Convertible Securities that were exercised by the applicable Member on the True Up Date);

(ii) “ True Up Amount ” means, with respect to any prior Put Exercise by a Member or Call Exercise by SEM, the excess of (x) the aggregate amount that would have been paid to a Member in connection with such prior Put Exercise or Call Exercise if both (A) any Disregarded Securities had not been included in the calculation of Fully Diluted Company Interests used in the calculation of Put Price Per Interest or Call Price Per Interest with respect to such

Put Exercise or Call Exercise and (B) the exercise price of any Disregarded Securities had not been included in clause (iii) of the definition of the Company Equity Value used in the calculation of Put Price Per Interest or Call Price Per Interest with respect to such Put Exercise or Call Exercise, over (y) the aggregate amount (whether in the form of cash or SEM Common Stock) actually paid to such Member in connection with the prior Put Exercise or Call Exercise; and

(iii) “ True Up Date ” means, with respect to a Member, the first date on which any of the following occur: (a) consummation of the transactions contemplated by any Call Exercise that result in such Member no longer owning any Company Interests, (b) consummation of the transactions contemplated by the SEM COC Put Exercise that result in such Member no longer owning any Company Interests, and (c) consummation of the transactions contemplated by any Put Exercise that result in such Member no longer owning any Company Interests.

9.4. Preemptive Rights .

(a) Grant of Preemptive Rights . Subject to the terms and conditions of this Agreement, the Company hereby grants to each Qualified Member the right to purchase such Qualified Member’s Proportionate Percentage (as hereinafter defined) of any Company Equity Securities to be issued in any future Eligible Issuance (as hereinafter defined). For the purposes of this Section 9.4 , the following terms shall have the meanings set forth below:

“ Proportionate Percentage ” means, with respect to any Qualified Member as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of Company Interests owned by such Qualified Member as of such date by (ii) the total number of Company Interests owned by all Qualified Members as of such date; provided , that, for purposes of determining the Proportionate Percentage of a Qualified Member, such Qualified Member, at its election, shall be deemed to own all Company Interests held by its Permitted Transferees as of the date of determination and the applicable Permitted Transferee shall be deemed not to own any such Company Interests for such purposes.

“ Eligible Issuance ” means the issuance by the Company to any Person or Persons (including any of the Members), for cash, cash equivalents, property or indebtedness, of any Company Equity Securities, other than an issuance by the Company of:

(i) Company Interests pursuant to the Subscription Agreement;

(ii) Class B Interests or options to purchase Class B Interests in connection with or pursuant to a management equity plan approved by the Board;

(iii) Company Equity Securities as consideration in any bona fide business acquisition by the Company or any Subsidiary thereof, whether by merger, consolidation, purchase of assets or otherwise;

(iv) Company Equity Securities upon the exercise, exchange or conversion of outstanding Options or Convertible Securities;

(v) Company Equity Securities in a Public Offering; or

(vi) Company Equity Securities as a dividend or distribution on (or payment of accrued yield in respect of) the outstanding securities or in connection with any splits, reclassifications, recapitalizations, consolidations or similar events affecting the securities.

(b) Notice of Eligible Issuance . The Company shall, before issuing any Company Equity Securities in an Eligible Issuance, give written notice thereof to each Qualified Member. Such notice shall specify the Company Equity Securities the Company proposes to issue, the proposed date of issuance, the consideration that the Company intends to receive therefor and all other material terms and conditions of such proposed issuance. For a period of ten (10) Business Days following the date of such notice, each Qualified Member shall be entitled, by written notice to the Company, to elect to purchase all or any part of such Qualified Member’s Proportionate Percentage of the Company Equity Securities being sold in the Eligible Issuance; provided , that if two or more securities shall be proposed to be sold as a “unit” in an Eligible Issuance, any such election must relate to such unit of securities. To the extent that elections pursuant to this Section 9.4 shall not be made with respect to any Company Equity Securities included in an Eligible Issuance within such ten (10) Business Day period, then the Company may issue such Company Equity Securities, but only for consideration not less than, and otherwise on terms no less favorable to the Company in any material respect than, those set forth in the Company’s notice and only within ninety (90) days after the end of such ten (10) Business Day period. In the event that any such offer is accepted by one or more Qualified Members, the Company shall sell to such Qualified Member or Qualified Members, and such Qualified Member or Qualified Members shall purchase from the Company, for the consideration and on the terms set forth in the notice as aforesaid, the Company Equity Securities that such Qualified Member or Qualified Members shall have elected to purchase and the Company may sell the balance, if any, of the Company Equity Securities it proposed to sell in such Eligible Issuance in accordance with the immediately preceding sentence. Notwithstanding anything to the contrary contained above, if the Board shall have determined that it is in the best interests of the Company to proceed with an Eligible Issuance prior to providing the notices required by this Section 9.4 or affording each of the Qualified Members its preemptive rights in strict compliance with this Section 9.4 , the Company shall be permitted to first consummate such issuance and thereafter deliver such notices and afford the Qualified Members an opportunity to exercise their preemptive rights hereunder so long as (i) such notices are delivered and such preemptive rights offer is conducted as soon as practicable thereafter, (ii) such offer is structured such that the rights of the Qualified Members hereunder are

not prejudiced in any material respect thereby and (iii) the number of Company Equity Securities that are so offered to each Qualified Member is no less than the number that would have been offered to such Qualified Member had all Company Equity Securities been offered together as a single Eligible Issuance in accordance with this Section 9.4 .

ARTICLE X
AMENDMENTS TO LIMITED LIABILITY COMPANY AGREEMENT

10.1. Amendments .

(a) This Agreement shall not be amended nor any provision hereof waived without the written consent of SEM and, for so long as the WCAS Members own at least one (1) Company Interest, WCAS; provided that notwithstanding the foregoing, the Board shall have the power, without the consent of the Members, to amend this Agreement as may be required to reflect the admission, substitution, termination, or withdrawal of Members that is otherwise made in accordance with the terms of this Agreement. The Board shall provide reasonably prompt written notice to the Members when any action under this Section 10.1(a) is taken.

(b) Notwithstanding anything in Section 10.1(a) to the contrary, this Agreement shall not be amended nor any provision hereof waived without the written consent of a Member if such amendment by its express terms would have a disproportionate and materially adverse effect on the rights, obligations, powers or interests (economic or otherwise) of such Member relative to the other Members.

(c) Each Member agrees to be bound by each and every amendment adopted in accordance with this Agreement even if such Member did not execute such amendment.

ARTICLE XI
QUALIFIED MEMBER INFORMATION, ACCESS AND MANAGEMENT RIGHTS; CONSOLIDATION; EXPENSES

11.1. Qualified Member Information Rights . The Company shall provide to each Qualified Member, by electronic means or otherwise, (a) annual audited consolidated financial statements within 90 days of the end of the Company’s fiscal year, (b) unaudited consolidated financial statements (including a balance sheet, statement of operations and statement of members’ equity) for each of the Company’s first three fiscal quarters within 45 days of the end of each such quarter, each prepared in accordance with GAAP, (c) within 30 days after the commencement of each fiscal year of the Company, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year) and, promptly when available, any material revisions of such budget, and (d) any other consolidated financial statements, budgets or projections provided to the lenders of the Company and its Subsidiaries promptly after delivery of such financial information to such lenders.

11.2. Contractual Management Rights . With respect to each Qualified Fund Member, from the date of this Agreement (or from such later date as a Qualified Fund Member becomes a Member hereunder) until the earliest of (i) the first date on which such Qualified Fund Member no longer holds any Company Interests, (ii) the date of the Initial Public Offering of the common equity of the Company and (iii) the first date on which such Qualified Fund Member is no longer intended to qualify as a venture capital operating company under United States Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101(d)(3)(i), such Qualified Fund Member shall be entitled to the following contractual management rights relating to the Company and its Subsidiaries:

(a) Such Qualified Fund Member shall have the right to meet with the management personnel of the Company and its Subsidiaries on a regular basis and from time to time during normal business hours and upon reasonable notice to the Company or the applicable Subsidiary for the purpose of consulting with, and making recommendations to the management of the Company or its Subsidiaries or obtaining information regarding, the Company’s or any of its Subsidiaries’ operations, activities and prospects and expressing its views and recommendations thereon.

(b) Such Qualified Fund Member shall have the right to receive copies of (but only to the extent available), within a reasonable time after its written request therefor, all financial statements (including balance sheets, profit and loss and cash flow statements), budgets, financial forecasts and projections and other financial information relating to the Company or its Subsidiaries; provided that the Company shall not be required to provide such information if the provision thereof would result in the waiver of the attorney-client or any other privileges.

11.3. Consolidation . The Company acknowledges that SEM intends to consolidate the financial results of the Company with the other financial results of SEM in accordance with GAAP. If there is a change in applicable law, regulations, or accounting principles with respect to such consolidation, or if SEM receives a written opinion from its outside auditor such that this Agreement must be modified for SEM to consolidate the financial results of the Company with the other financial results of SEM, then SEM will provide written notice to WCAS and the Company stating the modifications that it believes are necessary to achieve such consolidation, and upon receipt of such notice, SEM and WCAS shall promptly conduct good faith discussions to seek to amend this Agreement to reorganize and restructure the governance structure in a way that is mutually acceptable to SEM and WCAS to achieve consolidation.

11.4. Confidentiality . Each Qualified Member acknowledges that any and all information provided to any Qualified Member pursuant to the terms of this Article XI shall be Confidential Information (as defined in Section 12.1(d) ) and be subject to the provisions of Section 12.1 .

11.5. Expenses . The Company shall pay or reimburse any Member for (a) compensation for third party accounting, administrative, legal, technical, management and other services rendered to the Company or any Subsidiary of the Company, (b) any amounts owed and payable by the Company or any Subsidiary of the Company under the Tax Sharing Agreement or the Shared Services Agreement and (c) any out-of-pocket costs or expenses of SEM or WCAS or

their applicable Affiliates incurred in connection with the negotiation, financing and consummation of, the Transactions and this Agreement. The Company shall also assume, and pay when due, all reasonable out of pocket expenses of the Directors for attending meetings of the Board in person.

ARTICLE XII
GENERAL PROVISIONS

12.1. Confidentiality .

(a) Each Member agrees that it will not use at any time any Confidential Information (as hereinafter defined) of which any such Member is or becomes aware except in connection with its investment in the Company (except that Members who are directors, officers or employees of the Company or its Subsidiaries shall also be permitted to use such Confidential Information in connection with the performance of their duties as directors, officer or employees).

(b) Each Member further agrees that the Confidential Information will be kept strictly confidential and will not be disclosed by it or its Representatives (as defined below), except (i) as required by applicable law, regulation or legal process or in response to any inquiry from a regulatory authority having jurisdiction over such Member or the Company, and only after compliance with Section 12.1(c) and (ii) that it may disclose the Confidential Information or portions thereof to those of its officers, employees, managers, directors, members, general and limited partners, advisors and other agents and representatives (the persons to whom such disclosure is permissible being “ Representatives ”) who need or are required to know such information in connection with the investment by the Member in the Company or performance and compliance with the Shared Services Agreement or the Tax Sharing Agreement; provided that such Representatives (x) are informed of the confidential and proprietary nature of the Confidential Information and (y) have agreed to or are otherwise obligated to maintain the confidentiality of the Confidential Information in a manner consistent with the provisions of this Article XII . Each Member agrees to be responsible for any breach of this Article XII by its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against such Representatives with respect to any such breach).

(c) If any Member or Representative thereof becomes legally compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, such Member or Representative shall provide the Company with prompt and, if possible, prior written notice of such requirement to disclose such Confidential Information. Upon receipt of such notice, the Company may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, such Member and its Representatives shall disclose only that portion of the Confidential Information which is legally required to be disclosed (as determined in good faith by counsel to such Member) and shall take all reasonable steps to preserve the confidentiality of the Confidential Information. In addition, neither such Member nor its Representative will oppose any

action (and such Member and its Representatives will, if and to the extent requested by the Company and legally permissible to do so, cooperate with and assist the Company, at the Company’s expense and on a reasonable basis, in any reasonable action) by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

(d) As used herein, “ Confidential Information ” means oral and written information concerning the Company and its Subsidiaries and Affiliates furnished to any Member or Representative thereof by or on behalf of the Company or its Representatives (irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by any Member or any Representative thereof containing or based in whole or in part on any such furnished information. The term “ Confidential Information ” does not, with respect to any Member, include any information which (i) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure directly or indirectly by such Member or its Representative in violation hereof), (ii) is or becomes available to such Member on a nonconfidential basis from a source other than the Company or its Representatives provided that such source was not known by such Member to be prohibited from disclosing such information to such Member by a legal, contractual or fiduciary obligation, or (iii) such Member includes in its filings under the Exchange Act or Securities Act.

12.2. Notices . Any notice or communication required or permitted hereunder shall be in writing and shall be delivered personally, delivered by nationally recognized overnight courier service, sent by certified or registered mail, postage prepaid, or sent by facsimile (subject to electronic confirmation of such facsimile transmission). Any such notice or communication shall be deemed to have been given (i) when delivered, if personally delivered, (ii) the first Business Day after it is deposited with a nationally recognized overnight courier service, if sent by nationally recognized overnight courier service during a Business Day (and otherwise two (2) Business Days after it is so deposited), (iii) the day of sending, if sent by facsimile prior to 5:00 p.m. (New York City time) on any Business Day or the next succeeding Business Day if sent by facsimile after 5:00 p.m. (New York City time) on any Business Day or on any day other than a Business Day or (iv) five Business Days after the date of mailing, if mailed by certified or registered mail, postage prepaid, in each case, to the following address or facsimile number, or to such other address or addresses or facsimile number or numbers as such party may subsequently designate to the other parties by notice given hereunder:

if to the Company, to it:

c/o Select Medical Corporation

4717 Gettysburg Road

Mechanicsburg, PA 17088

Attention: Michael E. Tarvin

Facsimile: (717) 412-9142

if to any Member, to such Member at the address set forth opposite such Member’s name on Schedule I hereto

12.3. Successors . This Agreement and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of all Members, and their legal representatives, heirs, successors and permitted assigns, subject to the restrictions and provisions on Transfer set forth in this Agreement and except as expressly herein otherwise provided.

12.4. Effect and Interpretation . This Agreement shall be governed by and construed in conformity with the laws of the State of Delaware without regard to any conflict of laws rules thereof.

12.5. Counterparts . This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. Delivery of executed signature pages hereof by facsimile transmission or portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

12.6. Remedies . The Company and each Member shall be entitled to enforce their rights under this Agreement to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages will not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and each Member may in its sole discretion obtain from any court of law or equity of competent jurisdiction specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

12.7. Members Not Agents . Nothing contained herein shall be construed to constitute any Member the agent of another Member, except as otherwise expressly provided herein, or in any manner to limit the Members in carrying on of their own respective businesses or activities.

12.8. Entire Understanding; Etc . This Agreement and the other agreements referred to herein together constitute the entire agreement and understanding among the Members with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings and/or written or oral agreements among them with respect to the subject matter hereof.

12.9. Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby.

12.10. Construction of Agreement .

(a) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no

presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless the context otherwise requires: (i) “or” is disjunctive but not exclusive ( i.e ., “or” shall mean “and/or”), (ii) words in the singular include the plural, and in the plural include the singular, (iii) the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (v) the words “Article” and “Section” are references to the articles and sections of this Agreement unless otherwise specified and (vi) whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board under or in connection with this Agreement (including any act by the Board within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of any other Person), shall be in the sole discretion of the Board. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the Board is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Board (and each Director) shall be entitled to consider only such interests and factors as it, her or she desires, including, without limitation, its, his or her own interests and those of its, his or her Affiliates, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Board (and each Director) shall act under such express standard and shall not be subject to any other or different standard.

(b) If WCAS transfers all (but not less than all) of its Company Equity Securities to a Permitted Transferee of WCAS described in clauses (i), (iii)(B) or (iii)(C) of the definition thereof in compliance with the terms of this Agreement, all references in this Agreement to WCAS (other than references in this Section 12.10(b )) shall mean such Permitted Transferee, and any right or action that may be taken at the election of WCAS may thereafter be taken only at the election of such Permitted Transferee.

12.11. Third Party Beneficiaries . Except as set forth in Section 4.4 and Section 4.5 , nothing expressed by or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. Except as set forth in Section 4.4 and Section 4.5 , this Agreement and all conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly permitted hereby, each party’s rights and obligations under this Agreement shall not be subject to assignment or delegation by any party hereto, and any attempted assignment or delegation in violation hereof shall be null and void ab initio . Notwithstanding anything to the contrary contained in this Agreement, no Transfer shall result in WCAS transferring any of its rights and

obligations that are specific to WCAS under this Agreement to any Person except as set forth in Section 12.10(b) .

12.12. Duration of Rights Under Agreement . Each Member agrees that, at the earliest time that a Person that is a Member ceases to own any Company Interests, such Person shall cease to be a Member and shall have no continuing rights under this Agreement.

12.13. CONSENT TO JURISDICTION . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ON SCHEDULE I HERETO SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE COURTS OF THE STATE OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

12.14. WAIVER OF JURY TRIAL . AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

12.15. Incorporation of Exhibits . All exhibits and schedules attached hereto are incorporated herein and made a part hereof.

12.16. Assurances . Each of the Members shall hereafter execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement or caused this Agreement to be executed effective as of the date and year first above written.

	The Company:

	CONCENTRA GROUP HOLDINGS, LLC


	By:	/s/ Martin F. Jackson
		Name: Martin F. Jackson
		Title:

	MEMBERS:

	SELECT MEDICAL CORPORATION


	By:	/s/ Martin F. Jackson
		Name: Martin F. Jackson
		Title:

	WELSH, CARSON, ANDERSON & STOWE XII, L.P.
	By: WCAS XII ASSOCIATES LLC, its General Partner


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member

	WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P.
	By: WCAS XII ASSOCIATES CAYMAN L.P., its General Partner
	By: WCAS XII ASSOCIATES LLC, its General Partner


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member

	WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P.
	By: WCAS XII ASSOCIATES LLC, its General Partner


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member

	WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P.
	By: WCAS XII ASSOCIATES CAYMAN L.P., its General Partner
	By: WCAS XII ASSOCIATES LLC, its General Partner


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member

	WCAS XII CO-INVESTORS LLC


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member


	WCAS MANAGEMENT CORPORATION


	By:	/s/ Jonathan M. Rather
		Name: Jonathan M. Rather
		Title: Managing Member

	CRESSEY & COMPANY FUND IV LP

		By: Cressey & Company GP LP, its general partner

		By: Cressey & Company LLC, its general partner


	By:	/s/ Bryan Cressey
		Name: Bryan Cressey
		Title: Member

	JIM GREENWOOD

	/s/ Jim Greenwood

	DAN THOMAS

	/s/ Dan Thomas

	SELECT MEDICAL HOLDINGS CORPORATION, solely for the purposes of Sections 4.5 and 9.3(d)


	By:	/s/ Martin F. Jackson
		Name: Martin F. Jackson
		Title:

Exhibit 10.3

EXECUTION VERSION

FIRST LIEN CREDIT AGREEMENT

consisting of a

$450,000,000
Tranche B Term Loan Facility

and a

$50,000,000
Revolving Credit Facility

dated as of

June 1, 2015,

by and among

CONCENTRA HOLDINGS, INC.,
as Holdings

MJ ACQUISITION CORPORATION,
as the Initial Borrower

CONCENTRA INC.,
as the Borrower

The Lenders Party Hereto from Time to Time

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent

J.P. MORGAN SECURITIES LLC,
DEUTSCHE BANK SECURITIES INC. and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners

and

MORGAN STANLEY SENIOR FUNDING, INC.,
as Co-Arranger and Joint Bookrunner

TABLE OF CONTENTS

		Page

ARTICLE I

Definitions

SECTION 1.01	Defined Terms	1
SECTION 1.02	Classification of Loans and Borrowings	37
SECTION 1.03	Terms Generally	37
SECTION 1.04	Accounting Terms; GAAP	38
SECTION 1.05	[Reserved]	38
SECTION 1.06	Available Amount Transactions	38
SECTION 1.07	Pro Forma Calculations	38

ARTICLE II

The Credits

SECTION 2.01	Commitments	40
SECTION 2.02	Loans and Borrowings	40
SECTION 2.03	Requests for Borrowings	41
SECTION 2.04	Swingline Loans	41
SECTION 2.05	Letters of Credit	42
SECTION 2.06	Funding of Borrowings	45
SECTION 2.07	Interest Elections	46
SECTION 2.08	Termination and Reduction of Commitments	47
SECTION 2.09	Repayment of Loans; Evidence of Debt	47
SECTION 2.10	Amortization of Tranche B Term Loans	48
SECTION 2.11	Prepayment of Loans	49
SECTION 2.12	Fees	51
SECTION 2.13	Interest	52
SECTION 2.14	Alternate Rate of Interest; Illegality	53
SECTION 2.15	Increased Costs	54
SECTION 2.16	Break Funding Payments	54
SECTION 2.17	Taxes	55
SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	58
SECTION 2.19	Mitigation Obligations; Replacement of Lenders	59
SECTION 2.20	Incremental Extensions of Credit	59
SECTION 2.21	Extended Term Loans and Extended Revolving Commitments	64
SECTION 2.22	Defaulting Lenders	65

ARTICLE III

Representations and Warranties

SECTION 3.01	Organization; Power	67
SECTION 3.02	Authorization; Enforceability	67
SECTION 3.03	Governmental Approvals; No Conflicts	67
SECTION 3.04	Financial Condition; No Material Adverse Effect	68
SECTION 3.05	Properties	68
SECTION 3.06	Litigation and Environmental Matters	68
SECTION 3.07	Compliance with Laws and Agreements	69
SECTION 3.08	Investment Company Status	69
SECTION 3.09	Taxes	69

		Page

SECTION 3.10	ERISA	69
SECTION 3.11	Disclosure	69
SECTION 3.12	Subsidiaries	69
SECTION 3.13	Insurance	69
SECTION 3.14	Labor Matters	70
SECTION 3.15	Solvency	70
SECTION 3.16	Federal Reserve Regulations	70
SECTION 3.17	Reimbursement from Third Party Payors	70
SECTION 3.18	Fraud and Abuse	70
SECTION 3.19	Patriot Act, Etc.	71
SECTION 3.20	Security Documents	71
SECTION 3.21	Compliance with Healthcare Laws	71
SECTION 3.22	HIPAA Compliance	73

ARTICLE IV

Conditions

SECTION 4.01	Closing Date	73
SECTION 4.02	Each Credit Event	75

ARTICLE V

Affirmative Covenants

SECTION 5.01	Financial Statements and Other Information	76
SECTION 5.02	Notices of Material Events	78
SECTION 5.03	Information Regarding Collateral	79
SECTION 5.04	Existence; Conduct of Business	79
SECTION 5.05	Payment of Obligations	79
SECTION 5.06	Maintenance of Properties	79
SECTION 5.07	Insurance	79
SECTION 5.08	Casualty and Condemnation	80
SECTION 5.09	Books and Records; Inspection and Audit Rights	80
SECTION 5.10	Compliance with Laws	80
SECTION 5.11	Use of Proceeds and Letters of Credit	80
SECTION 5.12	Additional Subsidiaries; Succeeding Holdings	80
SECTION 5.13	Further Assurances	81
SECTION 5.14	Designation of Subsidiaries	81
SECTION 5.15	Maintenance of Ratings	81
SECTION 5.16	Quarterly Lender Calls	81
SECTION 5.17	ERISA Compliance	82
SECTION 5.18	Post-Closing Matters	82

ARTICLE VI

Negative Covenants

SECTION 6.01	Indebtedness; Certain Equity Securities	82
SECTION 6.02	Liens	85
SECTION 6.03	Fundamental Changes	86
SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	87
SECTION 6.05	Asset Sales	89
SECTION 6.06	Sale and Leaseback Transactions	90
SECTION 6.07	Swap Agreements	91

		Page

SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	91
SECTION 6.09	Transactions with Affiliates	93
SECTION 6.10	Restrictive Agreements	95
SECTION 6.11	Amendment of Material Documents	96
SECTION 6.12	Financial Covenant	96
SECTION 6.13	Fiscal Year	96

ARTICLE VII

Events of Default

SECTION 7.01	Events of Default	96
SECTION 7.02	Borrower’s Right to Cure	98
SECTION 7.03	Exclusion of Immaterial Subsidiaries	99

ARTICLE VIII

The Agents

SECTION 8.01	The Agents	100

ARTICLE IX

Miscellaneous

SECTION 9.01	Notices	102
SECTION 9.02	Waivers; Amendments	103
SECTION 9.03	Expenses; Indemnity; Damage Waiver	105
SECTION 9.04	Successors and Assigns	106
SECTION 9.05	Survival	111
SECTION 9.06	Counterparts; Integration; Effectiveness	111
SECTION 9.07	Severability	111
SECTION 9.08	Right of Setoff	112
SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	112
SECTION 9.10	WAIVER OF JURY TRIAL	112
SECTION 9.11	Headings	112
SECTION 9.12	Confidentiality	113
SECTION 9.13	Interest Rate Limitation	113
SECTION 9.14	USA Patriot Act	113
SECTION 9.15	Release of Collateral	114
SECTION 9.16	No Fiduciary Duty	114
SECTION 9.17	Assumption by Concentra	114
SECTION 9.18	Material Non-Public Information	114

iii

SCHEDULES :

Schedule 1.01-A	Mortgaged Property
Schedule 1.01-B	Disqualified Institutions
Schedule 2.01	Commitments
Schedule 2.05	Existing Letters of Credit
Schedule 3.05	Real Property
Schedule 3.06	Litigation and Environmental Matters
Schedule 3.12	Subsidiaries
Schedule 3.13	Insurance
Schedule 4.01	Local Counsel Jurisdictions
Schedule 5. 20	Post-Closing Matters
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.04	Existing Investments
Schedule 6.05	Asset Sales
Schedule 6.09	Existing Transactions with Affiliates
Schedule 6.10	Existing Restrictions

EXHIBITS :

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Collateral Agreement
Exhibit C	Form of Perfection Certificate
Exhibit D	Form of Borrowing Request
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Compliance Certificate
Exhibit G	Form of Solvency Certificate
Exhibit H	Form of Intercreditor Agreement
Exhibit I	Form of First Lien Intercreditor Agreement
Exhibit J	Form of Affiliated Lender Assignment and Assumption
Exhibits K-1 to K-4	Forms of U.S. Tax Compliance Certificates

FIRST LIEN CREDIT AGREEMENT dated as of June 1, 2015, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (“ Holdings ”), MJ ACQUISITION CORPORATION, a Delaware corporation, as the initial borrower (the “ Initial Borrower ”), CONCENTRA INC., a Delaware corporation (“ Concentra ” and, following the consummation of the Merger, the “ Borrower ”), the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

Pursuant to the Stock Purchase Agreement, dated as of March 22, 2015 (as amended, supplemented or modified from time to time, the “ Acquisition Agreement ”), by and among the Initial Borrower, Concentra and Humana Inc ., the Initial Borrower will directly acquire all of the outstanding Equity Interests of Concentra on the Closing Date (the “ Target Acquisition ”).

Pursuant to the Agreement and Plan of Merger, dated as of June 1, 2015 (as amended, supplemented or modified from time to time, the “ Merger Agreement ”), by and among the Initial Borrower and Concentra, the Initial Borrower will be merged with and into Concentra on the Closing Date (the “ Merger ”), with Concentra surviving as a wholly owned subsidiary of Holdings.

The Initial Borrower has requested that, substantially simultaneously with the consummation of the Target Acquisition and the Merger, the Lenders extend credit in the form of ( a) to the Initial Borrower, Tranche B Term Loans on the Closing Date in an aggregate principal amount not to exceed $450,000,000 and (b) to the Borrower, Revolving Loans, Swingline Loans and Letters of Credit at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Closing Date (to the extent incurred for any Permitted Initial Revolving Loan Borrowing Purposes), together with (a) the proceeds of the Equity Contribution and (b) the proceeds of the borrowing of the Second Lien Term Loans will be used by the Initial Borrower on the Closing Date, solely (i) to pay the consideration for the Target Acquisition and (ii) to pay the Transaction Expenses. The proceeds of Revolving Loans borrowed after the Closing Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions).

The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquired Indebtedness ” means, with respect to any specified Person,

(a) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Acquisition Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Additional Credit Extension Amendment ” means an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) and any other applicable Loan Document providing for any Incremental Term Loans, loans under any Incremental Revolving Commitments, Replacement Term Loans, Extended Term Loans or loans under any Extended Revolving Commitments which shall be consistent with the applicable provisions of this Agreement relating to Incremental Term Loans, loans under any Incremental Revolving Commitments, Replacement Term Loans, Extended Term Loans or loans under any Extended Revolving Commitments and otherwise satisfactory to the Administrative Agent.

“ Additional Lender ” means any Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to Section 2.20.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for the applicable Class of Loans for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders under the Loan Documents.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“ Affiliated Lender ” shall mean a Non-Debt Fund Affiliate or a Debt Fund Affiliate.

“ Affiliated Lender Assignment and Assumption ” shall have the meaning provided in Section 9.04(d).

“ Affiliated Lender Register ” shall have the meaning provided in Section 9.04(f).

“ Agents ” means the Administrative Agent, the Collateral Agent and the Arrangers.

“ Agreement ” means this First Lien Credit Agreement, as the same may be renewed, extended, modified, supplemented, amended or amended and restated from time to time.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for the applicable Class of Loans (after giving effect to any applicable minimum rate set forth therein) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, subject to any minimum rate specified for any Class of Loans in the definition of “LIBO Rate”, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption by virtue of such Person being organized or operating in such jurisdiction.

“ Applicable Percentage ” means, with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments

have terminated or expired, the Applicable Percentage of the Revolving Commitments shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments that occur thereafter and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day (a) with respect to any Term Loan, a percentage per annum equal to (i) for ABR Loans, 2.00% and (ii) for Eurodollar Loans, 3.00%, and with respect to (b)(i) any ABR Loan or Eurodollar Loan that is a Revolving Loan or (ii) the commitment fees payable hereunder in respect of the Revolving Commitments, as applicable, the applicable rate per annum set forth below under the caption “Revolving Loan ABR Spread”, “Revolving Loan Eurodollar Spread” or “Commitment Fee Rate”, as applicable, in each case, based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(c):

First Lien Net Leverage Ratio	Revolving Loan ABR Spread		Revolving Loan Eurodollar Spread		Commitment Fee Rate
Category 1 > 3.0x	2.00	%	3.00	%	0.50	%
Category 2 < 3.0x	1.75	%	2.75	%	0.375	%

For purposes of the foregoing, (a) the First Lien Net Leverage Ratio shall be determined on a Pro Forma Basis as of the end of each fiscal quarter of the Borrower based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (b) each change in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c) and end on the date immediately preceding the effective date of the next such change; provided that if notification is provided to the Borrower that the Administrative Agent or the Required Lenders have so elected, the First Lien Net Leverage Ratio shall be deemed to be in Category 1 as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

Notwithstanding the foregoing, (a) the Applicable Rate in respect of any Class of Incremental Revolving Commitments, any Class of Incremental Term Loans, any Class of Incremental Revolving Loans, any Class of Extended Term Loans, any Class of Extended Revolving Commitments or any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant Additional Credit Extension Amendment and (b) in the case of the Term Loans of any Class, the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.20.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b).

“ Arrangers ” means the Lead Arrangers and Morgan Stanley Senior Funding, Inc., in its capacity as a co-arranger and joint bookrunner under this Agreement.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04) and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Assumption ” has the meaning specified in Section 9.17.

“ Attributable Indebtedness ” means, on any date, in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Available Amount ” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) $25,000,000 plus 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from the first day of the Borrower’s fiscal quarter during which the Closing Date occurred to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of a Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the sum of (i) Qualified Proceeds (other than Permitted Investments) in an aggregate amount not to exceed $50,000,000 and (ii) Permitted Investments, in each case, received by the Borrower since the Closing Date as a contribution to its equity capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of the Borrower (other than Disqualified Stock and Cure Amount) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Borrower), plus

(c) an amount equal to the net reduction in Investments made pursuant to Section 6.04(r) by the Borrower and its Restricted Subsidiaries resulting from (A) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of any such Investment and (B) repurchases, redemptions and repayments of such Investments and the receipt of any dividends or distributions from such Investments, plus

(d) to the extent that any Unrestricted Subsidiary of the Borrower is redesignated as a Restricted Subsidiary, an amount equal to the lesser of (A) the Fair Market Value of the Borrower’s interest in such Subsidiary immediately following such redesignation and (B) the aggregate amount of the Borrower’s Investments in such Subsidiary pursuant to Section 6.04(r), plus

(e) in the event the Borrower and/or any Restricted Subsidiary of the Borrower makes any Investment pursuant to Section 6.04(r) in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Borrower (and, if such Investment was made by a Loan Party, such Person becomes a Guarantor), an amount equal to the existing Investment of the Borrower and/or any of its Restricted Subsidiaries in such Person that was previously treated as a Restricted Payment, plus

(f) Borrower Retained Prepayment Amounts, minus

(g) any amount of the Available Amount used to make Investments pursuant to Section 6.04(r) after the Closing Date and prior to such time, minus

(h) any amount of the Available Amount used to make Restricted Payments and prepayments of Specified Indebtedness pursuant to Section 6.08(a)(x) and Section 6.08(b)(iii) after the Closing Date and prior to such time.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” means:

(a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board,

(b) with respect to a partnership, the board of directors of the general partner of the partnership,

(c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and

(d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” means (i) prior to the Merger, the Initial Borrower and (ii) and upon and at any time following the Merger, Concentra.

“ Borrower Retained Prepayment Amounts ” has the meaning specified in Section 2.11(g).

“ Borrowing ” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03; provided that a written Borrowing Request shall be substantially in the form of Exhibit D , or such other form as shall be approved by the Administrative Agent.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ” means, for any period (and without duplication), (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and any of the Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and the Subsidiaries during such period; provided that Capital Expenditures shall not include (i) expenditures to the extent they are made with the Net Proceeds of the issuance by Holdings of Equity Interests (or capital contributions in respect thereof) after the Closing Date to the extent not Otherwise Applied, (ii) investments that constitute a portion of the purchase price of a Permitted Acquisition, (iii) expenditures that constitute a reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, to the extent permitted by Section 2.11(c), and (iv) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (x) used or surplus equipment traded in at the time of such purchase and (y) the proceeds of a concurrent sale of used or surplus equipment.

for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Captive Insurance Subsidiary ” means a Subsidiary established by the Borrower or any of its Subsidiaries for the sole purpose of insuring the business, facilities and/or employees of the Borrower and its Subsidiaries.

“ Cash Management Agreement ” means any agreement relating to Cash Management Obligations that is entered into between into by and between the Borrower or any Restricted Subsidiary and any Qualified Counterparty.

“ Cash Management Obligations ” means obligations owed by the Borrower or any Restricted Subsidiary to any Qualified Counterparty in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and (2) the Borrower’s or any Subsidiary’s participation in commercial (or purchasing) card programs at any Qualified Counterparty (“ card obligations ”).

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“ CFC Holdco ” means any U.S. Subsidiary that owns (directly or indirectly) no material assets other than Equity Interests (or Equity Interest and indebtedness) of one or more non-U.S. subsidiaries that are CFCs.

“ Change of Control ” means:

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than one or more Permitted Holders or a Parent, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting Equity Interests of the Borrower; provided that (x) so long as the Borrower is a Subsidiary of any Parent, no “person” shall be deemed to be or become a Beneficial Owner of more than 50% of the total voting power of the voting Equity Interests of the Borrower unless such “person” shall be or become a Beneficial Owner of more than 50% of the total voting power of the voting Equity Interests of such Parent and (y) any voting stock of which any Permitted Holder is the Beneficial Owner shall not in any case be included in any voting stock of which any such “person” is the Beneficial Owner,

(b) the Borrower sells or transfers, in one or a series of related transactions, all or substantially all of the assets of the Borrower and its Restricted Subsidiaries to, another Person (other than one or more Permitted Holder) and any “person” (as defined in clause (i) above), other than one or more Permitted Holder or any Parent, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting Equity Interests of the transferee Person in such sale or transfer of assets, as the case may be; provided that (x) so long as such transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a Beneficial Owner of more than 50% of the total voting power of the voting Equity Interests of such transferee Person unless such “person” shall be or become a Beneficial Owner of more than 50% of the total voting power of the voting Equity Interests of such parent Person and (y) any voting Equity Interests of which any Permitted Holder is the Beneficial Owner shall not in any case be included in any voting Equity Interests of which any such “person” is the Beneficial Owner,

(d) a “change of control” (or similar event) shall occur under the Second Lien Credit Agreement or any other instrument governing Material Indebtedness.

the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, or issued; provided , further , that a Lender or Issuing Bank shall be entitled to compensation with respect to any such adoption set forth in the first proviso to this sentence taking effect, making or issuance becoming effective after the date of the this Agreement only if it is the applicable Lender or Issuing Bank’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements to the extent it is permitted to do so.

“ Charges ” has the meaning set forth in Section 9.13.

“ Class ”, means (i) when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term Loans, Incremental Term Loans of any series, Extended Term Loans of any series, Replacement Term Loans of any series or Swingline Loans, (ii) when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, a Tranche B Commitment or an Incremental Commitment relating to an additional Class of Loans and (iii) when used in reference to any Lender, refers to whether such Lender has Loans, Borrowings or Commitments of a particular Class.

“ CLO ” has the meaning assigned to such term in Section 9.04(b).

“ Closing Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived).

“ CMS ” means the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means any and all “Collateral”, as defined in any applicable Security Document and all other property that is from time to time pledged to secure the Obligations pursuant to any Security Document.

“ Collateral Agent ” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties under this Agreement and any Security Document.

“ Collateral Agreement ” means the First Lien Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit B .

“ Collateral and Guarantee Requirement ” means the requirement that:

(a) the Collateral Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Closing Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party, subject, in each case, to the limitations and exceptions set forth in this Agreement and the Security Documents,

(b) all Obligations (other than, with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party) shall have been unconditionally guaranteed by Holdings, the Borrower (other than with respect to its direct Obligations as a primary obligor) and each Subsidiary Loan Party (each, a “ Guarantor ”),

(c) the Obligations and the Guarantee shall have been secured by a perfected first-priority security interest (subject to prior Liens to the extent permitted by Section 6.02) in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted Subsidiary directly owned by the Borrower or a Subsidiary Loan Party; provided that in the case of any Restricted Subsidiary that is a CFC or a CFC Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Equity Interests and 100% of any non-voting Equity Interests (it being understood, for the avoidance of doubt, that any Equity Interest

treated as stock entitled to vote within the meaning of Treasury Regulations Section 1.956-2(c)(2) shall be treated as voting Equity Interests for purposes of this clause (c)),

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral Agreement and perfect such Liens to the extent required by the Collateral Agreement, shall have been executed, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording,

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 in amounts reasonably acceptable to the Collateral Agent (not to exceed 100% of the Fair Market Value of such Mortgaged Property in jurisdictions that impose mortgage recording taxes or 110% otherwise), together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and such surveys, appraisals, legal opinions and other documents as the Collateral Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property, and

(f) each Loan Party shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

Notwithstanding anything to the contrary in this Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests (i) in particular assets if, in the reasonable judgment of the Administrative Agent or the Collateral Agent, the costs (including any adverse tax consequences) of creating or perfecting such pledges or security interests in such assets (including any title insurance or surveys) are excessive in relation to the benefits to the Lenders therefrom, (ii) in any owned real property other than Material Real Property, (iii) in any leasehold interests, and (iv) with respect to any Excluded Assets.

The Collateral Agent may grant extensions of time for the perfection of security interests in, or the delivery of the Mortgages and the obtaining of title insurance and surveys with respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents. Notwithstanding any provision of any Loan Document to the contrary, if a mortgage tax or any similar tax or charge will be owed on the entire amount of the Obligations evidenced hereby, then the amount secured by the applicable Mortgage shall be limited to 100% of the fair market value of the Mortgaged Property at the time the Mortgage is entered into if such limitation results in such mortgage tax or similar tax or charge being calculated based upon such fair market value.

No actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). Except as set forth in the next sentence, perfection by possession with respect to any item of Collateral shall not be required. Control agreements and perfection by control shall not be required with respect to Collateral requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code) (including deposit accounts or other bank accounts or securities accounts), other than in respect of certificated Equity Interests of the Borrower and wholly owned Restricted Subsidiaries that are Material Subsidiaries directly owned by the Loan Parties otherwise required to be pledged pursuant to the provisions of clause (c) of this definition of “Collateral and Guarantee Requirement” and not otherwise constituting an Excluded Asset.

“ Commitment ” means a Revolving Commitment, a Tranche B Commitment, any Commitment in respect of an Incremental Extension of Credit or any combination thereof (as the context requires).

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Competitors ” means any Person who is not an Affiliate of a Loan Party and who engages (or whose Affiliate engages), as its primary business, in the same or similar business as a material business of the Loan Parties.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit F .

“ Compliance Date ” means the last day of any Test Period (commencing with September 30, 2015) if on such day the aggregate Revolving Exposure exceeds 30% of the aggregate Revolving Commitments, excluding, for purposes of calculating such Revolving Exposure, (a) LC Exposure in respect of Letters of Credit that have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof) and (b) LC Exposure in respect of undrawn Letters of Credit in an aggregate amount not exceeding $10,000,000. For purposes of this definition, Revolving Commitments shall be deemed to include (x) any Extended Revolving Commitments in respect thereof and (y) unless the Lenders thereunder opt out of the Financial Covenant, any Refinancing Revolving Commitments in respect thereof.

“ Concentra ” has the meaning set forth in the preamble to this Agreement.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus

(a) without duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income for such period (except in the case of clause (xiii)), the sum of: (i) consolidated interest expense of the Borrower and its Restricted Subsidiaries for such period determined in accordance with GAAP, (ii) consolidated income tax expense of the Borrower and its Restricted Subsidiaries for such period, (iii) all amounts attributable to depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for such period, (iv) any non-cash charges for such period (but excluding (A) any non-cash charge in respect of amortization of a prepaid cash item that was included in Consolidated Net Income in a prior period and (B) any non-cash charge that relates to the write-down or write-off of inventory or accounts receivable); provided that if any non-cash charges referred to in this clause (iv) represents an accrual or reserve for potential cash items in any future period, (1) the Borrower may elect not to add back such non-cash charge in the current period and (2) to the extent the Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, (v) any net after-tax gains or losses realized upon the disposition of assets outside the ordinary course of business (including any gain or loss realized upon the disposition of any Equity Interests of any Person) and any net gains or losses on disposed, abandoned and discontinued operations (including in connection with any disposal thereof) and any accretion or accrual of discounted liabilities, (vi) any non-recurring out-of-pocket expenses or charges for the period (including, without limitation, any premiums, make-whole or penalty payments) relating to any offering of Equity Interests by the Holdings, the Borrower or any other direct or indirect parent company of the Borrower or merger, recapitalization or acquisition transactions made by the Borrower or any of its Restricted Subsidiaries, or any Indebtedness incurred or repaid by the Borrower or any of its Restricted Subsidiaries (in each case, whether or not successful), (vii) any Transaction Expenses made or incurred by the Borrower and its subsidiaries in connection with the Transactions that are paid or accrued within 180 days of the consummation of the Transactions (including retention payments paid as an incentive to retained employees in connection with the Transactions), (viii) other cash expenses incurred during such period in connection with a Permitted Acquisition to the extent that such expenses are reimbursed in cash during such period pursuant to indemnification provisions of any agreement relating to such transaction, (ix) fees paid by the Borrower or any of its Restricted Subsidiaries to any Permitted Holders and/or any of their Affiliates under Section 6.09(h), (x) any non-cash costs or expenses, incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, (xi) Consolidated Net Income attributable to non-controlling interests of a Restricted Subsidiary (less the amount of any mandatory cash distribution with respect to any non-controlling interest other than in connection with a proportionate discretionary cash distribution with respect to the interest held by the Borrower or any Restricted Subsidiary), (xii) earn-out and contingent consideration

obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with any acquisitions, (xiii) the amount of extraordinary, unusual or non-recurring charges or any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives and operating expense reductions, restructuring and similar charges, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), (xiv) (A) pro forma “run rate” cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after the Closing Date, subject to an aggregate cap of $36,000,000 of such cost savings, operating expense reductions and synergies in any Test Period that ends within two years after the Closing Date, and (B) pro forma “run rate” cost savings, operating expense reductions and synergies (including post-acquisition price or administration fee increases) related to acquisitions, dispositions and other specified transactions following the Closing Date, restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative, (xv) any reduction in Consolidated Net Income for such period attributable to facilities open and operating for a period of 18 months or less as of the end of the relevant test period, (xvi) any net unrealized gain or loss (after any offset) resulting from currency transaction or translation gains or losses and any net gains or losses related to currency remeasurements of Indebtedness (including intercompany indebtedness and foreign currency hedges for currency exchange risk) and (xvii) cash expenses incurred during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by insurance during such period, minus

(b) without duplication, other non-cash items (other than the accrual of revenue in accordance with GAAP consistently applied in the ordinary course of business) increasing Consolidated Net Income for the period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period), and

(c) (without duplication) plus unrealized losses and minus unrealized gains in each case in respect of Swap Agreements, as determined in accordance with GAAP.

Notwithstanding the foregoing, Consolidated EBITDA for the fiscal quarters ended June 30, 2014, September 30, 2014, December 31, 2014 and March 31, 2015 shall be $39,019,000, $33,556,000, $25,418,000 and $34,004,000, respectively. For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07 with respect to events occurring following the Closing Date.

“ Consolidated First Lien Net Indebtedness ” means, as of any date of determination, (a) the principal amount of Indebtedness described in clause (a) of the definition of “Consolidated Total Net Indebtedness” outstanding on such date that is secured by a Lien on any assets of the Loan Parties but excluding any such Indebtedness in which the applicable Liens are expressly subordinated to the Liens securing the Obligations minus (b) the aggregate amount of unrestricted cash and Permitted Investments, in each case, included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of such date.

loss has been funded with cash by the Borrower or a Restricted Subsidiary of the Borrower), (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) any gains or losses (less all fees, expenses and charges relating thereto) attributable to any sale of assets outside the ordinary course of business, the disposition of any Equity Interests of any Person or any of its Restricted Subsidiaries, or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, other than in the ordinary course of business, (d) any extraordinary, unusual or non-recurring gain or loss, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain or loss for such period, (e) income or losses attributable to discontinued operations (including, without limitation, operations disposed during such period whether or not such operations were classified as discontinued), (f) any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of Accounting Standards Codification (“ ASC ”) Topic 350 or ASC Topic 360, and (iii) relating to the amortization of intangibles resulting from the application of ASC Topic 805, (g) all non-cash charges relating to employee benefit or other management or stock compensation plans of the Borrower or a Restricted Subsidiary (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) to the extent that such non-cash charges are deducted in computing Consolidated Net Income; provided , that if the Borrower or any Restricted Subsidiary of the Borrower makes a cash payment in respect of such non-cash charge in any period, such cash payment will (without duplication) be deducted from the Consolidated Net Income of the Borrower for such period, (h) all unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of ASC Topic 830 and (i) any unrealized foreign currency translation gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person. Notwithstanding the foregoing, for purposes of calculating the “Available Amount”, Consolidated Net Income of any Restricted Subsidiary of the Borrower will be excluded to the extent that the declaration or payment of dividends or other distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted by a Requirement of Law (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments to (or to the extent subsequently converted into cash or Permitted Investments by) the Borrower or a Restricted Subsidiary (subject to provisions of this clause (b)) during such period, to the extent not previously included therein.

“ Consolidated Practice ” means any therapist- or physician-owned professional organization, association or corporation that employs or contracts with physicians and has entered into a management services agreement with the Borrower or any other Subsidiary, the accounts of which are consolidated with the Borrower and its subsidiaries in accordance with GAAP.

“ Consolidated Secured Net Indebtedness ” means, as of any date of determination, (a) the principal amount of Indebtedness described in clause (a) of the definition of “Consolidated Total Net Indebtedness” outstanding on such date that is secured by a Lien on any assets of the Loan Parties minus (b) the aggregate amount of unrestricted cash and Permitted Investments, in each case, included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of such date.

“ Consolidated Total Net Indebtedness ” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date consisting of Indebtedness for borrowed money, Attributable Indebtedness, purchase money debt, unreimbursed amounts under letters of credit (subject to the proviso below) and all Guarantees of the foregoing, in each case (except in the case of Guarantees) in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of acquisition accounting in connection with the Transactions or any acquisition constituting an Investment permitted under this Agreement) minus (b) the aggregate amount of unrestricted cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of such date; provided that Consolidated Total Net Indebtedness shall not include Indebtedness in respect of (i) letters of credit, except to the extent of unreimbursed amounts under commercial letters of credit that are not reimbursed within three (3) Business Days after such amount is drawn and (ii) Unrestricted Subsidiaries. For the avoidance of doubt, obligations under Swap Agreements permitted by Section 6.07 do not constitute Consolidated Total Net Indebtedness.

“ Contract Consideration ” has the meaning set forth in the clause (k) of the definition of “Excess Cash Flow.”

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Corporate Practice of Medicine Laws ” means all laws, regulations, common law, and attorney general opinions in whatever form, that prohibit any Person other than a licensed physician or professional corporation or professional association whose shareholders are exclusively licensed physicians from employing licensed physicians to provide professional medical services.

“ Cure Amount ” has the meaning specified in Section 7.02(a).

“ Cure Right ” has the meaning specified in Section 7.02(a).

“ Debt Fund Affiliate ” shall mean any Affiliate of the Borrower that is a bona fide debt fund or an investment vehicle that is engaged in or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which any Permitted Investor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such Affiliate.

“ Declined Proceeds ” has the meaning specified in Section 2.11(g).

“ Default ” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Revolving Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Revolving Lender notifies the Administrative Agent in writing that such failure is the result of such Revolving Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with (i) any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Revolving Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or (ii) its funding obligations generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after written request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Revolving Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided that such Revolving Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Loan Party’s receipt of such certification in form and substance reasonably satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event, or (e) has failed at any time to comply with the provisions of Section 2.18(c) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.

fixed income investors or debt funds) that (i)(A) are listed on Schedule 1.01-B and (B) on or after the Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time in the form of an update to such Schedule or (ii) are clearly identifiable as an Affiliate of such Persons on the basis of such Affiliate’s name and (d) Excluded Parties; provided , that, until the disclosure of the identity of a Disqualified Institution or Affiliate of a Disqualified Institution to the Lenders generally by the Administrative Agent, such Person shall not constitute a Disqualified Institution; provided , further that, to the extent Persons are identified as Disqualified Institutions in writing by the Borrower to the Administrative Agent after the Closing Date pursuant to clauses (b)(ii) or (c)(i)(B), the inclusion of such Persons as Disqualified Institutions shall not retroactively apply to prior assignments or participations in respect of any Loan under this Agreement. Updates to Schedule 1.01-B shall become effective one (1) Business Day after being posted to the Lenders. The Administrative Agent shall not be responsible for monitoring the list of Disqualified Institutions. Notwithstanding the foregoing, the Borrower, by written notice to the Administrative Agent, may from time to time in its sole discretion remove any entity from Schedule 1.01-B (or otherwise modify such list to exclude any particular entity), and such entity removed or excluded from Schedule 1.01-B shall no longer be a Disqualified Institution for any purpose under this Agreement or any other Loan Document.

“ Disqualified Stock ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Preferred Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under treasury services agreements or obligations under secured hedge agreements not then due and payable) that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the outstanding amount of the LC Exposure related thereto has been cash collateralized, back-stopped by a letter of credit in form and substance, and issued by a letter of credit issuer, reasonably satisfactory to the applicable Issuing Bank and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof), or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Preferred Stock and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under treasury services agreements or obligations under secured hedge agreements not then due and payable) that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the outstanding amount of the LC Exposure related thereto has been cash collateralized, back-stopped by a letter of credit in form and substance, and issued by a letter of credit issuer, reasonably satisfactory to the applicable Issuing Bank and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof, or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank)), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided , that if such Equity Interests are issued pursuant to a plan for the benefit of future, current or former employees, directors, officers, members of management or consultants of Holdings (or a Parent), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, directors, officers, members of management or consultants, such Equity Interests shall not constitute Disqualified Stock solely because they may be permitted to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination of employment or service, as applicable, death or disability.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

than or equal to 4.25 to 1.0 and greater than 3.75 to 1.0 and (y) 0% in the event that the Secured Net Leverage Ratio on the last day of such year is less than 3.75 to 1.0.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources such as wetlands, flora and fauna.

“ Environmental Laws ” means all laws (including the common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, the preservation or reclamation of or damage to natural resources, the presence, management, storage, treatment, transports, exposure to, Release or threatened Release of any Hazardous Material, or to health and safety matters.

“ Environmental Liability ” means liabilities, obligations, damages, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and medical monitoring, investigation or remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Contribution ” means, collectively, (a) the direct or indirect contribution on the Closing Date by the Permitted Investors to the Borrower of an aggregate amount of cash equity (which, in respect of any equity of the Borrower other than common equity, shall be on terms reasonably acceptable to the Arrangers) that represents not less than 30% of the sum of (1) the aggregate gross proceeds of Tranche B Term Loans, excluding the aggregate gross proceeds of any increase in the Tranche B Term Loans to fund OID or upfront fees pursuant to the “flex” provisions of the Fee Letter, (2) the aggregate gross proceeds received from the initial Revolving Borrowing to the extent funding a Permitted Initial Revolving Loan Borrowing Purpose, (3) the aggregate principal amount of the Second Lien Term Loans and (4) the amount of such cash equity contributed, in each case on the Closing Date.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from the issuer thereof (but excluding any debt security that is convertible into, or exchangeable for, any of the foregoing).

“ ERISA ” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, and including Section 414(m) and (o) of the Code solely for purposes of Section 412 of the Code and Section 302 of ERISA.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or Multiemployer Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any written notice relating to an intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan, (f) the receipt by the Borrower of any ERISA Affiliate of any written notice relating to the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (g) the withdrawal of the Borrower or any of its ERISA Affiliates from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (h) the receipt by the Borrower or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any

written notice, concerning a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or that a Multiemployer Plan is in “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Excess Cash Flow ” means, for any fiscal year of the Borrower, commencing with and including the fiscal year ending on December 31, 2016, the sum (without duplication) of:

(a) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events, plus

(b) depreciation, amortization and other non-cash charges or losses (including deferred income taxes) deducted in determining such Consolidated Net Income for such fiscal year, plus

(c) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of reclassification of items from short-term to long-term), minus

(d) the sum of (i) any non-cash gains or non-cash items of income included in determining Consolidated Net Income for such fiscal year plus (ii) the amount, if any, by which Net Working Capital increased during such fiscal year (except as a result of reclassification of items from long-term to short-term), minus

(e) the greater of (x) the amount of Capital Expenditures of the Borrower and its Restricted Subsidiaries in such fiscal year (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring Long-Term Indebtedness) and (y) the amount of Capital Expenditures budgeted by the Borrower and its Restricted Subsidiaries for the next succeeding fiscal year (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise to be financed by incurring Long-Term Indebtedness), minus

(f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the Borrower and its Restricted Subsidiaries during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit (unless there is a corresponding reduction in the aggregate Revolving Commitments), (ii) Tranche B Term Loans prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments or prepayments of Long-Term Indebtedness financed by the incurrence of other Long-Term Indebtedness by a Parent or any Loan Party or the issuance of Equity Interests (or capital contributions in respect thereof) after the Closing Date, minus

(g) the amount of Restricted Payments made by a Loan Party in such fiscal year pursuant to clause (iii) of Section 6.08(a), minus

(h) cash Taxes paid in such fiscal year that did not reduce Consolidated Net Income for such fiscal year, minus

(i) cash payments made during such fiscal year in respect of non-cash charges that increased Excess Cash Flow in any prior fiscal year, minus

(j) without duplication of amounts deducted pursuant to clause (k) below in prior fiscal years, the amount of Investments made pursuant to clauses (j), (l) and (s) of Section 6.04 to the extent such Investments were not funded with the proceeds of Long-Term Indebtedness, minus

(k) without duplication of (i) amounts deducted from Excess Cash Flow in prior periods or (ii) amounts included in subclause (e)(y) above and, at the option of the Borrower, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Permitted Acquisitions, Capital Expenditures, or acquisitions of intellectual property to the extent expected to be consummated or made, in each case during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent the aggregate amount of expenditures excluding expenditures from the proceeds of Long-Term Indebtedness) is actually utilized to finance such Permitted Acquisitions, Capital Expenditures, or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters.

“ Excluded Assets ” has the meaning assigned to such term in the Collateral Agreement.

“ Excluded Domestic Subsidiary ” means any Domestic Subsidiary that is (i) a Subsidiary of a Subsidiary of the Borrower that is a CFC or (ii) a CFC Holdco.

“ Excluded Parties ” means individuals who are engaged directly or indirectly in the sale of Concentra and its subsidiaries as representatives of Concentra and listed on Schedule 1.01-B (other than, in each case, such Persons engaged by Concentra as part in connection with the Transactions and other than a limited number of senior employees who are required, in accordance with industry regulations or the Arrangers’ internal policies and procedures to act in a supervisory capacity and the Arrangers’ internal legal, compliance, conflicts, risk management, credit or investment committee members).

“ Excluded Subsidiary ” means (i) any Subsidiary to the extent (and for so long as) a Guarantee by such Subsidiary would be prohibited or restricted by applicable law or by any restriction in any contract existing on the Closing Date or, so long as any such restriction in any contract is not entered into in contemplation of such Subsidiary becoming a Subsidiary, at the time such Subsidiary becomes a Subsidiary (including any requirement to obtain the consent of any governmental authority or third party), (ii) Excluded Domestic Subsidiaries, (iii) Unrestricted Subsidiaries, (iv) Captive Insurance Subsidiaries, (v) not-for-profit Subsidiaries, (vi) special purpose entities reasonably satisfactory to the Administrative Agent, (vii) any Subsidiary that is not a Material Subsidiary and (viii) any subsidiary where the Administrative Agent and the Borrower agree that the cost (including any adverse tax consequences) of obtaining a Guarantee by such Subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby).

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Securities Exchange Act and the regulations thereunder (determined after giving effect to Section 2.12 of the Collateral Agreement, any other keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation but for such Loan Party’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal in accordance with the first sentence of this definition.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) (including any backup withholding with respect thereto) and franchise Taxes imposed on it (in lieu of net income Taxes), in each case as a result of (i) such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office, located in the jurisdiction imposing such Tax, or (ii) any other present or former connection between such Person and the jurisdiction imposing such Tax (other than a connection arising by

such Person having executed, delivered, become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document ), (b) any branch profits Taxes, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender , any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest in the corresponding Commitment, the Term Loan) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest in the corresponding Commitment, the Term Loan) (in each case other than pursuant to an assignment request by the Borrower under Section 2.19(b)), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (d) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(e), and (e) any withholding Taxes imposed under FATCA.

“ Existing Letter of Credit ” means each letter of credit identified on Schedule 2.05(c) .

“ Existing Term Loan Class ” has the meaning set forth in Section 2.21(a).

“ Extended Revolving Commitments ” means revolving credit commitments established pursuant to Section 2.21 that are substantially identical to the Revolving Commitments except that such extended revolving commitments may have a later maturity date and different provisions with respect to interest rates and fees than those applicable to the Revolving Commitments.

“ Extended Term Loans ” has the meaning set forth in Section 2.21(a).

“ Extending Term Lender ” has the meaning set forth in Section 2.21(c).

“ Extension Election ” has the meaning set forth in Section 2.21(c).

“ Extension Request ” has the meaning set forth in Section 2.21(a).

“ Facility ” means a given Class of Term Loans or Revolving Commitments, as the context may require.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the date hereof (and any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the current Code (or any amended or successor version described above) and any applicable law or regulation pursuant to an intergovernmental agreement entered into to implement the foregoing.

“ FCPA ” means the United States Foreign Corrupt Practices Act of 1977, as amended.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. In no event shall the Federal Funds Effective Rate be less than 0%.

“ Fee Letter ” means the Amended and Restated Fee Letter, dated as of April 8, 2015, by and among the Arrangers, the Initial Borrower and the other parties thereto.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower, in each case in his or her capacity as such.

“ Financial Covenant ” means the covenant of the Borrower set forth in Section 6.12.

“ Financial Covenant Default ” has the meaning specified in Section 7.02.

“ First Lien Intercreditor Agreement ” means an agreement substantially in the form of Exhibit I hereto with such changes as may be mutually agreed by the Borrower and the Administrative Agent.

“ First Lien Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“ Flood Insurance Laws ” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Foreign Casualty Event ” has the meaning specified in Section 2.11(h).

“ Foreign Disposition ” has the meaning specified in Section 2.11(h).

“ Foreign Lender ” means any Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Free and Clear Usage Amount ” means, at any time, the sum of the aggregate principal amount of (i) Incremental Term Loans, Revolving Commitment Increases and Incremental Revolving Commitments that have been established prior to such time in reliance on Section 2.20(d)(iii)(B) and (ii) Permitted Debt incurred in reliance on Section 6.01(xvi)(b), in each case, prior to such time.

“ GAAP ” means generally accepted accounting principles in the United States of America, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. If at any time the SEC permits or requires domestic companies subject to the reporting requirements of the Securities Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Borrower may elect by written notice to the Administrative Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined in the first sentence of this definition. Notwithstanding any change to IFRS, all ratios and computations contained in this Agreement shall be computed in conformity with GAAP.

“ Government Programs ” means (i) the Medicare and Medicaid Programs, (ii) the United States Department of Defense Civilian Health Program for Uniformed Services and (iii) other similar foreign or domestic federal, state or local reimbursement or governmental health care programs.

court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee.

“ Guarantors ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement” and shall include each Subsidiary Loan Party that shall have become a Guarantor pursuant to Section 5.12(a).

“ Hazardous Materials ” means all explosive, radioactive, infectious, chemical, biological, medical, hazardous or toxic materials, substances, wastes or other pollutants or contaminants, including petroleum or petroleum byproducts, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and all other materials, substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Healthcare Laws ” means all applicable statutes, laws, ordinances, rules and regulations of any Governmental Authority with respect to the regulation of patient health care and the submission of claims for reimbursement including: (a) federal fraud and abuse laws and regulations, including, the federal patient referral law, 42 U.S.C. § 1395nn, commonly known as “Stark II”, the federal anti-kickback law, 42 U.S.C. § 1320a-7b, the federal civil monetary penalty statute 42 U.S.C. § 1320a-7a, federal laws regarding the submission of false claims, false billing, false coding, and similar state laws and regulations, (b) federal and state laws applicable to reimbursement and reassignment, (c) HIPAA, (d) Medicare, (e) statutes affecting the Tricare/CHAMPUS, Veterans, and black lung disease programs and any other health care program financed with United States government funds, (f) all federal statutes and regulations affecting the medical assistance program established by Titles V, XIX, XX, and XXI of the Social Security Act and any statutes succeeding thereto, and all state statutes and plans for medical assistance enact ed in connection with the federal statutes and regulations, (g) the Emergency Medical Treatment and Labor Act, commonly known as “EMTALA”, and (h) any other federal or state law or regulation governing health care.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time (including, without limitation, the provisions of the Health Information Technology for Economic and Clinical Health Act contained in the American Recovery and Reinvestment Act), and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

“ HIPAA Compliance Date ” has the meaning set forth in Section 5.15.

“ Holdings ” means (A) Concentra Holdings, Inc., a Delaware corporation, or (B) any other entity (such entity, a “ Succeeding Holdings ”) that becomes the immediate parent of the Borrower.

“ IFRS ” means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.

“ Impacted Interest Period ” has the meaning set forth in the definition of “LIBO Rate.”

“ Incremental Commitments ” has the meaning set forth in Section 2.20(a).

“ Incremental Extensions of Credit ” has the meaning set forth in Section 2.20(b).

“ Incremental Facility Closing Date ” has the meaning set forth in Section 2.20(b).

“ Incremental Loan Request ” has the meaning set forth in Section 2.20(a).

“ Incremental Revolving Commitments ” has the meaning set forth in Section 2.20(a).

“ Incremental Revolving Lender ” has the meaning set forth in Section 2.20(c).

“ Incremental Revolving Loan ” has the meaning set forth in Section 2.20(b).

“ Incremental Term Commitments ” has the meaning set forth in Section 2.20(a).

“ Incremental Term Lender ” has the meaning set forth in Section 2.20(c).

“ Incremental Term Loan ” has the meaning set forth in Section 2.20(b).

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, in the event such secured obligations are nonrecourse to such Person, to the fair value of such property, (g) all Guarantees by such Person of the obligations of any other Person, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party or applicant in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, the term “Indebtedness” shall not include (a) contingent obligations, including Guarantees, incurred in the ordinary course of business or in respect of operating leases, and not in respect of borrowed money, (b) deferred or prepaid revenues, (c) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller or (d) or amounts that any member of management, the employees or consultants of Holdings, the Borrower or any of the Subsidiaries may become entitled to under any cash incentive plan in existence from time to time.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning set forth in Section 9.03(b).

“ Information ” has the meaning set forth in Section 9.12.

“ Information Memorandum ” means the Confidential Information Memorandum dated April 23, 2015, relating to Holdings, the Borrower and the Transactions.

“ Initial Borrower ” has the meaning set forth in the preamble to this Agreement.

“ Intellectual Property Security Agreement ” has the meaning assigned to such term in the Collateral Agreement.

“ Intercreditor Agreement ” means the Intercreditor Agreement dated the Closing Date, substantially in the form of Exhibit H , by and between the Administrative Agent, the Second Lien Agent and each additional representative party thereto from time to time.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07; provided that a written Interest Election Request shall be substantially in the form of Exhibit E , or such other form as shall be approved by the Administrative Agent.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (including a Swingline Loan), the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ” means, with respect to any Eurodollar Borrowing, with respect to any Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or twelve months or a shorter period as may be agreed by the Borrower, the Administrative Agent and all Lenders participating therein) and, in each case as the Borrower may elect in the Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investments ” has the meaning set forth in Section 6.04.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A. or such other Lender designated as an “Issuing Bank” pursuant to Section 2.05(k). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Junior Lien Intercreditor Agreement ” means the Intercreditor Agreement or another agreement as may be mutually agreed by the Borrower and the Administrative Agent that is not less favorable to the Lenders with Obligations, as determined by the Administrative Agent, than the terms of the Intercreditor Agreement.

“ Latest Maturity Date ” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments hereunder at such time, including the latest maturity date of any Extended Term Loan, any Extended Revolving Commitment, any Incremental Term Loans and

any Incremental Revolving Commitments, in each case as extended in accordance with this Agreement from time to time.

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“ LCT Election ” has the meaning set forth in Section 1.07(f).

“ LCT Test Date ” has the meaning set forth in Section 1.07(f).

“ Lead Arrangers ” means J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, in their capacity as joint lead arrangers and joint bookrunners under this Agreement.

“ Lenders ” means each Person that was a lender on the Closing Date and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Additional Credit Extension Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit issued or deemed issued pursuant to this Agreement (including each Existing Letter of Credit).

“ Letter of Credit Sublimit ” as the meaning set forth in Section 2.05.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “ LIBO Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided , further , that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing, if the LIBO Rate as determined above for the Tranche B Term Loans for any Interest Period would be less than 1.00%, then the LIBO Rate for the Tranche B Term Loans for such Interest Period shall instead be 1.00%.

“ LIBO Screen Rate ” has the meaning provided in the definition of “LIBO Rate.”

“ Licensed Personnel ” has the meaning set forth in Section 3.21.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or other arrangement to provide priority or preference with respect to such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party (other than customary rights of first refusal and tag, drag and similar rights in joint venture agreements (other than any such agreement in respect of any Subsidiary)) with respect to such securities.

“ Limitation ” means a revocation, suspension, termination, impairment, probation, limitation, nonrenewal, forfeiture, declaration of ineligibility, loss of status as a participating provider in any Third Party Payor Arrangement, and the loss of any other rights.

“ Limited Condition Transaction ” means (i) any acquisition by one or more of the Borrower or its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing, (ii) any permitted Investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (iii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“ Loan Document Obligations ” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and each other Loan Document, and (c) the due and punctual payment and performance in full of all the obligations of each other Loan Party under or pursuant to the Collateral Agreement and each other Loan Document. Notwithstanding the foregoing, the term “Loan Document Obligations” shall not include any amounts described above in respect of any Commitment or Loan that is subordinated in right of payment or security to any other Commitment or Loan.

“ Loan Documents ” means, collectively, (i) this Agreement, (ii) the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), (iii) any Additional Credit Extension Amendment, (iv) the Security Documents, (v) the Intercreditor Agreement, (vi) legal opinions issued in connection with the Loan Documents, if any, (vii) Uniform Commercial Code filings, flood determinations and any other documents prepared in connection with the other Loan Documents, if any, and (viii) any other amendment or joinder to this Agreement.

“ Loan Parties ” means Holdings, the Borrower, the Subsidiary Loan Parties and each Permitted Joint Venture Loan Party.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement or an Additional Credit Extension Amendment.

“ Long-Term Indebtedness ” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability (excluding Revolving Loans and Swingline Loans or extensions of credit under any other revolving credit or similar facility).

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any obligation under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.

“ Material Disposition ” means the sale by the Borrower or any Subsidiary of assets (including the capital stock of a Subsidiary or a business unit) for aggregate consideration (including amounts received in connection with post-closing payment adjustments, earn-outs and noncompete payments) of at least $15,000,000.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Real Property ” means a real property with a gross book value of at least $5,000,000, as reasonably determined by the Borrower in good faith.

“ Material Subsidiary ” means, at any date of determination, each wholly owned Restricted Subsidiary (when combined with the assets of such Subsidiary’s Restricted Subsidiaries after eliminating intercompany obligations) (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which financial statements pursuant to Section 5.01(a) or (b) have been delivered were equal to or greater than 2.5% of the Total Assets of the Borrower and the Restricted Subsidiaries at such date or (ii) whose revenues during such Test Period were equal to or greater than 2.5% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period (in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including the revenues of any Person being acquired in connection therewith), in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Excluded Subsidiaries (except pursuant to clause (vii) of the definition thereof)) have, in the aggregate, (a) total assets at the last day of such Test Period equal to or greater than 5.0% of the Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) revenues during such Test Period equal to or greater than 5.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP, then the Borrower shall, on or prior to the date on which financial statements for the last quarter of such Test Period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each fiscal period until this proviso is no longer applicable.

“ Maturity Date ” means (i) with respect to the Tranche B Term Loans, the Tranche B Maturity Date, (ii) with respect to the Revolving Commitments, the Revolving Maturity Date, (iii) with respect to any Incremental Term Loans or Incremental Revolving Commitments, the final maturity date as specified in the applicable Additional Credit Extension Amendment and (iv) with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Additional Credit Extension Amendment with respect thereto accepted by the respective Lender or Lenders; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“ Maximum Rate ” has the meaning set forth in Section 9.13.

“ Medical Services ” means medical and health care services provided to a Person by Licensed Personnel provided by a Loan Party and other respective employees, independent contractors and leased personnel whether or not covered by a policy of insurance issued by an insurer, and includes physician services, nurse practitioner services and physician’s assistant services provided by Licensed Personnel supplied by a Loan Party, its respective employees, independent contractors and leased personnel to a Person for a valid and proper medical or health purpose.

“ Medicare and Medicaid Programs ” means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.

“ Merger ” has the meaning set forth in the preamble to this Agreement.

“ Merger Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgage ” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.

“ Mortgaged Property ” means, initially, each Material Real Property identified on Schedule 1.01-A and includes each other Material Real Property with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans and other Indebtedness secured by Liens ranking pari passu or junior to the Liens securing the Obligations) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided that no net proceeds calculated in accordance with the foregoing of less than $2,500,000 realized in a single transaction or series of related transactions shall constitute Net Proceeds.

“ Net Working Capital ” means, at any date, (a) the consolidated current assets of the Borrower and its subsidiaries as of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of the Borrower and its subsidiaries as of such date (excluding current liabilities in respect of Indebtedness). Net Working Capital at any date may be a positive or negative number. Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“ Non-Consenting Lender ” has the meaning set forth in Section 9.02(b).

“ Non-Debt Fund Affiliate ” shall mean any Affiliate of Holdings (other than Holdings, the Borrower or any Subsidiary of the Borrower) that is not a Debt Fund Affiliate.

“ Non-Loan Party ” means any Restricted Subsidiary of the Borrower that is not a Loan Party.

“ NPI ” has the meaning set forth in Section 3.21(b).

“ Obligations ” means (a) Loan Document Obligations, (b) obligations of any Loan Party arising under any Secured Hedge Agreement (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (c) Cash Management Obligations (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); provided that the “Obligations” shall in no event include any Excluded Swap Obligations.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ OID ” means original issue discount.

enforcement, registration, filing or recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Otherwise Applied ” means, with respect to any Net Proceeds, the amount of such Net Proceeds that was (i) required to prepay the Loans pursuant to Section 2.11 or (ii) otherwise previously applied under the Loan Documents.

“ Parent ” means any Other Parent and any other Person that is a Subsidiary of any Other Parent and of which the Borrower is a Subsidiary. As used herein, “Other Parent” means a Person of which the Borrower becomes a Subsidiary after the Closing Date that is designated by the Borrower as an “Other Parent”; provided that either (x) immediately after the Borrower first becomes a Subsidiary of such Person, more than 50% of the voting stock of such Person shall be held by one or more Persons that held more than 50% of the voting stock of the Borrower or a Parent of the Borrower immediately prior to the Borrower first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Borrower first becoming a Subsidiary of such Person. The Borrower shall not in any event be deemed to be a “Parent.”

“ Participant ” has the meaning set forth in Section 9.04(c).

“ Participant Register ” has the meaning set forth in Section 9.04(c).

“ Patriot Act ” has the meaning set forth in Section 9.14.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Perfection Certificate ” means a certificate in the form of Exhibit C or any other form approved by the Collateral Agent.

“ Permits ” shall mean, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such Person or any of its property or operations is subject.

“ Permitted Acquisition ” means any Investment by the Borrower or any of its Restricted Subsidiaries consisting of (a) the acquisition of all or substantially all of the assets of any other Person (a “ Target ”) or of assets constituting a business unit, a division or line of business of a Target or a facility of such Target (including research and development and related assets in respect of any product) or (b) all or substantially all of the Equity Interests of a Target, if as a result of such Investment (i) such Target becomes a Restricted Subsidiary or (ii) such Target, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such business unit, division or line of business) to, or is liquidated into, the Borrower or a Restricted Subsidiary; provided that the aggregate amount of Investments in Non-Loan Parties by Loan Parties in connection with all Permitted Acquisitions shall not, except as otherwise permitted by Section 6.04 (other than Section 6.04(a)), exceed $25,000,000.

“ Permitted Business ” means (i) any business engaged in by the Borrower or any of its Restricted Subsidiaries on the Closing Date and (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged on the Closing Date.

and security with the Tranche B Term Loans); provided , further that (A) except in the case of Refinancing Debt Securities, immediately after the incurrence or assumption of such Indebtedness and the use of proceeds thereof, no Event of Default shall be continuing or result therefrom (but if the primary purpose of incurring any Permitted Debt is to finance a Limited Condition Transaction, such Event of Default shall be limited to an Event of Default under Section 7.01(a), (b), (h) or (i)), (B) to the extent such Indebtedness is in the form of loans, the provisions of Section 2.20(e)(i)(B) and Section 2.20(e)(i)(C) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans, (C) to the extent such Indebtedness is in the form of bonds, such Indebtedness does not mature or have scheduled amortization or payments of principal (other than customary “AHYDO catch up payments”, customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the Tranche B Maturity Date at the time such Indebtedness is issued, (D) such Indebtedness shall not be secured by any assets of the Loan Parties other than Collateral and, if secured by the Collateral shall either be secured by Liens ranking pari passu with the Liens securing the Obligations that are subject to a First Lien Intercreditor Agreement with the Collateral Agent or by Liens ranking junior to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement, (E) the covenants, events of default and prepayment events applicable to such other Indebtedness shall be substantially similar to, or no more favorable (taken as a whole), than the terms of this Agreement, in each case as reasonably determined by the Borrower (except for restrictions that apply only after the Latest Maturity Date) and (F) Non-Loan Parties may not incur Indebtedness pursuant to this definition if, after giving Pro Forma Effect to such incurrence, the aggregate amount of Indebtedness of Non-Loan Parties incurred pursuant to this paragraph then outstanding, together with any Indebtedness incurred by Non-Loan Parties pursuant to clause (vii) of Section 6.01, would exceed the greater of $25,000,000 and 2.5% of Total Assets, in each case determined at the such time of incurrence.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.05,

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate actions, in each case if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, other social security benefits or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto),

(d) deposits and pledges to secure the performance of bids, trade contracts, leases, public or statutory obligations, progress payments, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business,

(e) judgment liens in respect of judgments that do not constitute an Event of Default under paragraph (j) of Section 7.01,

(f) minor survey exceptions, easements or reservations of rights for others for, licenses, zoning restrictions, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, minor defects or irregularities of title and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not either detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary, in each case in any material respect, taken as a whole,

(g) landlords’ and lessors’ and other like Liens in respect of rent not in default,

(h) any Liens shown on the title insurance policies in favor of the Collateral Agent insuring the Liens of the Mortgages,

(i) leases or subleases which are subordinate to the Lien of any Mortgage, and

(j) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Holder ” means any of the following: (i) any of the Permitted Investors or their respective Affiliates, (ii) any investment fund or vehicle managed, sponsored or advised by a Permitted Investor or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle, (iii) each partner, officer, director, principal or member of the Permitted Investors or any Affiliate of the Permitted Investors and (iv) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of capital stock of any Parent or the Borrower.

“ Permitted Initial Rev olving Loan Borrowing Purposes ” means one or more Borrowings of Revolving Loans that, do not in the aggregate, exceed $5,000,000 (i) to finance the Transactions and Transaction Expenses, (ii) for working capital needs and (iii) to fund working capital and other purchase price adjustments under the Acquisition Agreement (including with respect to the amount of all cash, Permitted Investments and marketable securities to be acquired). In addition, Borrowings of Revolving Loans may be made on the Closing Date to fund certain OID or upfront fees in connection with the Tranche B Term Loans and Revolving Commitments as agreed with the Arrangers.

“ Permitted Investments ” means:

(a) United States dollars or, in the case of any Restricted Subsidiary which is not a Domestic Subsidiary, any other currencies held from time to time in the ordinary course of business,

(b) direct obligations of, or obligations of the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof,

(c) direct obligations issued by any state of the United States of America or any political subdivision of any such state, or any public instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition,

(d) investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P or Moody’s of at least A2 or P2, respectively,

(e) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 365 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000,

(f) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from Standard & Poor’s Rating Services or “A2” or higher from Moody’s Investors Service, Inc. with maturities of 12 months or less from the date of acquisition,

(g) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b) above and entered into with a financial institution satisfying the criteria described in clause (e) above, and

(h) investments in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (g) above.

“ Permitted Investors ” means Welsh Carson, Anderson & Stowe XII, L.P., Select Medical Corporation and any successors in interest thereto.

“ Permitted Joint Venture ” means any investment by which the Borrower or any Subsidiary Loan Party acquires at least 10% but not more than 99% of the Equity Interests of any Person; provided that the primary business of such Person is (x) to own, lease or operate facilities which provide health care related services or (y) to provide health care related services or any related services to a health care facility or business.

“ Permitted Joint Venture Loan Party ” means any Permitted Joint Venture which (x) is a Restricted Subsidiary of the Borrower or any Subsidiary Loan Party and (y) satisfies the terms of the Collateral and Guarantee Requirement (without regard to its potential classification as an Excluded Subsidiary).

“ Permitted Liens ” has the meaning set forth in Section 6.02.

“ Permitted Real Estate Joint Venture ” means any Permitted Joint Venture which is a subsidiary and owns real property used in the business of the Borrower or any Subsidiary; provided that such Permitted Real Estate Joint Venture is not engaged in any business or activity other than the ownership of such real property and activities incidental thereto.

“ Permitted Refinancing ” means any Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions, discounts and expenses, including premiums, incurred in connection therewith),

(b) either (a) such Permitted Refinancing has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged or (b) all scheduled payments on or in respect of such Permitted Refinancing (other than interest payments) shall be at least 91 days following the final scheduled maturity of the Loans,

(c) if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is Subordinated Indebtedness, such Permitted Refinancing is subordinated in right of payment to the Obligations on terms at least as favorable to the holders of the Obligations as those contained in the documentation governing the Subordinated Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged,

(d) such Indebtedness is incurred (i) by the Borrower or by any Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, (ii) by any Loan Party if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is a Loan Party; or by any Non-Loan Party if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is a Non-Loan Party, and

(e) such Indebtedness is not secured by any assets other than the assets that secured the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and if the Liens securing such Indebtedness were subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement with the Collateral Agent, the Liens securing such new Indebtedness shall be subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, with the Collateral Agent on terms not less favorable to the Secured Parties than the terms of such existing First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable.

“ Permitted Security ” means (a) common stock of Holdings or (b) Qualified Preferred Stock, in each case (i) (x) issued to the Permitted Investors for cash or (y) issued to any other Person that makes an equity investment in Holdings in connection with the Transactions and (ii) the proceeds of which are contributed by Holdings to the Borrower in exchange for common stock or as a capital contribution.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (excluding pursuant to a sale and leaseback transaction permitted under Section 6.06) of any property or asset of Holdings, the Borrower or any Restricted Subsidiary in excess of $2,500,000 per transaction (or series of related transactions) and $5,000,000 in any fiscal year, other than dispositions described in clauses (a), (b), (c) and (d) of Section 6.05, or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings, the Borrower or any Restricted Subsidiary with a fair value immediately prior to such event equal to or greater than $2,500,000, or

(c) the incurrence by Holdings, the Borrower or any Restricted Subsidiary of (x) any Refinancing Indebtedness or (y) any Indebtedness not permitted under Section 6.01.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect for dollars at its principal office in New York City, each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Pro Forma Basis ” and “ Pro Forma Effect ” mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.07.

“ Pro Forma Compliance ” means, with respect to the Financial Covenant, compliance on a Pro Forma Basis in accordance with Section 1.07.

“ Proposed Change ” has the meaning set forth in Section 9.02(b).

“ Public-Sider ” means a Lender whose representatives may trade in securities of the Borrower or its controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement.

an Agent, an Arranger or an Affiliate of a Lender, an Agent or an Arranger on the Closing Date or at the time it enters into such Swap Agreement or Cash Management Agreement, as applicable, in its capacity as a party thereto.

“ Qualified IPO ” means the issuance by Borrower or any direct or indirect parent company of Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Exchange Act (whether alone or in connection with a secondary public offering).

“ Qualified Preferred Stock ” means common stock or preferred stock of Holdings that (a) does not require the payment of cash dividends (it being understood that cumulative dividends shall be permitted), (b) is not mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior to the date that is 180 days after the Latest Maturity Date at the time of incurrence thereof (other than upon an event of default or change of control; provided that any such payment is subordinated (whether by contract or pursuant to Holdings’ charter or the certificate of designations of such preferred stock) in right of payment to the Obligations on the terms set forth in the certificate of incorporation of Holdings in existence on the Closing Date or such other terms reasonably satisfactory to the Administrative Agent), (c) contains no maintenance covenants, other covenants materially adverse to the Lenders or remedies (other than voting rights) and (d) is convertible only into common equity of Holdings or securities that would constitute Qualified Preferred Stock.

“ Qualified Proceeds ” means any of the following or any combination of the following:

(a) Investments permitted under Section 6.04,

(b) the Fair Market Value of assets that are used or useful in a Permitted Business, and

(c) the Fair Market Value of the Equity Interests of any Person engaged primarily in a Permitted Business if such Person is a non-wholly owned Restricted Subsidiary prior to such transaction or, if in connection with the receipt by the Borrower or any of its Restricted Subsidiaries of such Equity Interests, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Borrower or any Restricted Subsidiary.

“ Refinancing Debt Securities ” means any Permitted Debt designated as “Refinancing Debt Securities” in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or prior to the date such Permitted Debt is incurred.

“ Refinancing Indebtedness ” means (i) any Refinancing Term Loans, (ii) any Refinancing Revolving Commitments and (iii) any Refinancing Debt Securities.

“ Refinancing Revolving Commitments ” means any Incremental Revolving Commitments that are designated by a Responsible Officer of the Borrower as “Refinancing Revolving Commitments” in the applicable Additional Credit Extension Amendment; provided that on the date of effectiveness thereof the Borrower reduces the aggregate amount of a Class of Revolving Commitments, Extended Revolving Commitments or previously established Incremental Revolving Commitments by a corresponding amount.

“ Refinancing Term Loans ” means any Incremental Term Loans that are designated by a Responsible Officer of the Borrower as “Refinancing Term Loans” in the applicable Additional Credit Extension Amendment.

“ Register ” has the meaning set forth in Section 9.04(b).

“ Reimbursement Approvals ” means, with respect to all Government Programs, any and all certifications, provider numbers, provider agreements, participation agreements, accreditations and any other similar agreements with or approvals by any Governmental Authority or other Person.

“ Rejection Notice ” has the meaning specified in Section 2.11(g).

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, members, partners, officers, employees, agents, advisors and other representatives of such Person and such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within, into or from any building, structure, facility or fixture.

“ Replacement Term Loans ” has the meaning assigned to such term in Section 9.02(c).

“ Repricing Transaction ” means (a) any prepayment or repayment of Tranche B Term Loans with the proceeds of, or any conversion of Tranche B Term Loans into, any new or replacement tranche of first lien term loans the primary purpose of which is to effectively reduce the Yield applicable to such Tranche B Term Loans or (b) any amendment relating to the Tranche B Term Loans, the primary purpose of which is to effectively reduce the Yield applicable to Tranche B Term Loans; provided that any refinancing or repricing of Tranche B Term Loans in connection with (i) a Qualified IPO, (ii) any Transformative Acquisition or (iii) a transaction that would result in a Change of Control shall, in each case, not constitute a Repricing Transaction. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive and binding on all Lenders holding the Tranche B Term Loans.

“ Required Lenders ” means, at any time, Lenders having Revolving Exposures and unused Commitments representing more than 50% of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at such time (disregarding any of the foregoing of a Defaulting Lender).

“ Required Revolving Lenders ” means, at any time, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving Exposures and unused Revolving Commitments at such time (disregarding any of the foregoing of a Defaulting Lender).

“ Requirement of Law ” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer or other similar officer or Person performing similar functions of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Holdings, the Borrower or any Restricted Subsidiary, or any payment thereon (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests; provided that the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of a Restricted Subsidiary by the Borrower or a Restricted Subsidiary shall not constitute a Restricted Payment but shall constitute an Investment.

“ Restricted Subsidiary ” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“ Revolving Availability Period ” means the period from and including the Closing Date to but excluding the earlier of (a) the Revolving Maturity Date and (b) the date of termination of the Revolving Commitments.

“ Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement. The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is set forth on Schedule 2.01 .

“ Revolving Commitment Increase ” has the meaning set forth in Section 2.20(a).

“ Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans at such time.

“ Revolving Lender ” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“ Revolving Loan ” means the Loans made pursuant to clauses (b) and (c) of Section 2.01.

“ Revolving Maturity Date ” means June 1, 2020.

“ S&P ” means Standard & Poor’s Ratings Group, Inc.

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive, country-based Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any other Person located, organized or ordinarily resident in a Sanctioned Country or (c) any Person 50% or more of the Equity Interests of which are owned by one or more Persons referenced in clause (a).

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the European Union or Her Majesty’s Treasury of the United Kingdom.

“ SEC ” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“ Second Lien Agent ” means Deutsche Bank AG New York Branch, in its capacity as administrative agent and collateral agent for the Lenders under the Second Lien Loan Documents.

“ Second Lien Credit Agreement ” means the Second Lien Credit Agreement dated as of the Closing Date, among Holdings, the Borrower, the lenders from time to time party thereto and the Second Lien Agent, as administrative agent and collateral agent and the other agents party thereto, as the same may be renewed, extended, modified, supplemented, amended or amended and restated from time to time.

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement, the Intercreditor Agreement and the other “Loan Documents” (as defined in the Second Lien Credit Agreement).

“ Second Lien Term Loans ” means the “Term Loans” as defined in the Second Lien Credit Agreement.

“ Secured Hedge Agreement ” means any Swap Agreement permitted by Section 6.07 that is entered into by and between the Borrower or any Restricted Subsidiary and any Qualified Counterparty.

“ Secured Indebtedness ” at any date means the aggregate principal amount of Total Indebtedness outstanding at such date that consists of Indebtedness that in each case is then secured by Liens on any property or assets of Borrower or its Subsidiaries.

“ Secured Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“ Secured Parties ” means (a) the Lenders, (b) the Collateral Agent, (c) the Administrative Agent, (d) the Issuing Bank, (e) each Qualified Counterparty and (f) the successors and assigns of each of the foregoing.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Security Documents ” means the Collateral Agreement, the Mortgages, the Intellectual Property Security Agreements (if applicable), and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

“ series ” means, with respect to any Extended Term Loans, Incremental Term Loans or Replacement Term Loans, all such Term Loans that have the same maturity date, amortization and interest rate provisions and that are designated as part of such “series” pursuant to the applicable Additional Credit Extension Amendment.

“ Services Agreements ” means (i) the Tax Sharing Agreement by and among Select Medical Holdings Corporation and Concentra Group Holdings, Inc. dated as of the date hereof and (ii) the Shared Services Agreement between Select Medical Corporation and Concentra dated as of the date hereof.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“ Specified Acquisition Agreement Representations ” means such of the representations and warranties made by or with respect to Concentra and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Initial Borrower has (or its applicable Affiliate has) the right (taking into account any applicable cure provisions), pursuant to the Acquisition Agreement, to terminate its (or such Affiliate’s) obligation under the Acquisition Agreement to consummate the Target Acquisition (or the right not to consummate the Target Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

“ Specified Indebtedness ” has the meaning set forth in Section 6.08(b).

“ Specified Representations ” means those representations and warranties made by the Loan Parties in Section 3.01(a) (with respect to organizational existence only), Section 3.01(b) (as relates to the execution, delivery and performance of the Loan Documents), Section 3.02 (as relates to due authorization, execution, delivery and enforceability of the Loan Documents), Section 3.03 (with respect to charter documents or, except to the extent such conflict has not resulted in a Material Adverse Effect (as defined in the Acquisition Agreement on the date hereof), any laws binding on the Loan Parties or their respective properties and limited to execution, delivery and performance of the Loan Documents, borrowing under, guaranteeing under and granting of security interests in the Collateral), Section 3.08, Section 3.15, Section 3.16, the last sentence of Section 3.19(a), Section 3.19(b)(i) and (b)(ii) and Section 3.20.

Subsidiary, any involuntary disposition, any Investment that results in a Person becoming a Restricted Subsidiary, in each case, whether by merger, consolidation or otherwise, any incurrence or repayment of Indebtedness, any Restricted Payment, any designation of a Restricted Subsidiary as an Unrestricted Subsidiary and any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or (b) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” means Indebtedness of Holdings, the Borrower or any Subsidiary that is subordinated in right of payment to the Obligations expressly by its terms.

“ Subsequent Transaction ” has the meaning set forth in Section 1.07(f).

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“ Subsidiary ” means any subsidiary of the Borrower, other than any Permitted Joint Venture that is not a Permitted Joint Venture Loan Party.

“ Subsidiary Loan Party ” means any Domestic Subsidiary (other than an Excluded Subsidiary or any Consolidated Practice).

“ Succeeding Holdings ” has the meaning set forth in the definition of “Holdings.”

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“ Swap Obligation ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.

“ Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder, together with its successors in such capacity.

“ Swingline Loan ” means a Loan made pursuant to Section 2.04.

“ Swingline Sublimit ” as the meaning set forth in Section 2.04.

“ Target Acquisition ” has the meaning set forth in the preamble to this Agreement.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Lender ” means, at any time, any Lender that has a Term Loan at such time.

“ Term Loans ” means the Tranche B Term Loans, the Incremental Term Loans of each series, the Replacement Term Loan and the Extended Term Loans of each series, collectively, or as the context may require.

“ Test Period ” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended as of such date of determination.

“ Third Party Payor ” means any Government Program and any quasipublic agency, Blue Cross, Blue Shield and any managed care plans and organizations, including health maintenance organizations and preferred provider organizations and private commercial insurance companies and any similar third party arrangements, plans or programs for payment or reimbursement in connection with health care services, products or supplies.

“ Third Party Payor Arrangement ” means any arrangement, plan or program for payment or reimbursement by any Third Party Payor in connection with the provision of healthcare services, products or supplies.

“ Total Assets ” means, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date (and, in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including any property or assets being acquired in connection therewith).

“ Total Indebtedness ” means, as of any date, the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP.

“ Total Net Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“ Tranche B Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on the Closing Date, expressed as an amount representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement.

“ Tranche B Maturity Date ” means June 1, 2022.

“ Tranche B Term Loan ” means a Loan made pursuant to clause (a) of Section 2.01.

“ Transaction Expenses ” means any fees or expenses incurred or paid by the Permitted Investors, any direct or indirect parent company of the Borrower, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options and/or restricted stock).

“ Transactions ” means, collectively, (a) the Target Acquisition and other related transactions contemplated by the Acquisition Agreement, (b) the Merger and other related transactions contemplated by the Merger Agreement, (c) the Equity Contribution, (d) the borrowing of the Second Lien Term Loans, (e) the funding of the Tranche B Term Loans and the initial Revolving Loans (to the extent borrowed for any Permitted Initial Revolving Loan Borrowing Purposes, if any) borrowed on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date and (f) the payment of Transaction Expenses.

“ Transformative Acquisition ” means any acquisition by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide the Borrower and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.14 subsequent to the Closing Date.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 2.17(e)(ii)(B)(3).

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness; provided that the effects of any prepayments made on such Indebtedness shall be disregarded in making such calculation.

“ wholly owned ” means with respect to any Person, a subsidiary of such Person all the outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one or more wholly owned subsidiaries of such Person.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in ERISA.

“ Yield ” for any Indebtedness on any date of determination will be determined by the Administrative Agent utilizing (a) if applicable, any “LIBOR floor” applicable to such Indebtedness on such date, (b) the interest margin for such Indebtedness on such date, and (c) the issue price of such Indebtedness (after giving effect to any OID (with OID being equated to interest based on an assumed four-year average life to maturity on a straight-line basis)) or upfront fees (which shall be deemed to constitute like amounts of OID) paid to the market in respect of such Indebtedness but excluding customary arranger, underwriting, commitment, structuring, ticking, unused line, amendment fees and other similar fees not paid generally to all lenders in the primary syndication of such Indebtedness.

SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g ., a “Revolving Loan”) or by Type ( e.g ., a “Eurodollar Loan”) or by Class and Type ( e.g ., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g ., a “Revolving Borrowing”) or by Type ( e.g ., a “Eurodollar Borrowing”) or by Class and Type ( e.g ., a “Eurodollar Revolving Borrowing”).

masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements, amendment and restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time, provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision (including any definition) hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. In addition, notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Closing Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein.

SECTION 1.05 [Reserved] .

SECTION 1.06 Available Amount Transactions . If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

SECTION 1.07 Pro Forma Calculations .

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.07; provided , that notwithstanding anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial

statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level).

(b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.07) that (i) have been made during the applicable Test Period or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such financial ratio or test (or Total Assets) shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.07.

(c) Whenever Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies resulting from or relating to, any Specified Transaction (including the Transactions) to the extent permitted by the definition of “Consolidated EBITDA.”

(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced)) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period.

(e) [Reserved]

(f) As relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of:

(i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or

(ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets),

the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “ Subsequent Transaction ”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

ARTICLE II

The Credits

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Tranche B Commitment (b) if requested by the Borrower, to make Revolving Loans to the Borrower on the Closing Date in a principal amount not exceeding the aggregate amounts specified or referred to in the definition of the term “Permitted Initial Revolving Loan Borrowing Purposes” and (c) to make Revolving Loans to the Borrower following the Closing Date and from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment (taking into account any Revolving Loans borrowed on the Closing Date) (and, in the case of any Swingline Lender or Issuing Bank unless waived by such Person in its sole discretion, that will not result in the aggregate amount of the Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of such Person’s Revolving Commitment). The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. Amounts repaid or prepaid in respect of Tranche B Term Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings .

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time. There shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. Notwithstanding anything to the contrary herein, (1) an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments and (2) subject to Section 2.04(a), a Swingline Loan may be in an aggregate amount (i) that is equal to the entire unused balance of the aggregate Revolving Commitments or (ii) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Tranche B Maturity Date, as applicable.

SECTION 2.03 Requests for Borrowings . To request a Revolving Borrowing or Tranche B Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether the requested Borrowing is to be a Revolving Borrowing or a Tranche B Term Loan Borrowing,

(ii) the aggregate amount of such Borrowing,

(iii) the date of such Borrowing, which shall be a Business Day,

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing,

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Swingline Loans .

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding

Swingline Loans exceeding $10,000,000 (the “ Swingline Sublimit ”), (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments or (iii) unless otherwise consented by the Swingline Lender in its sole discretion, the aggregate principal amount of outstanding Swingline Loans and Revolving Loans of such Swingline Lender, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of such Person’s Revolving Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent, any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.05 Letters of Credit .

(a) General . Upon satisfaction of the conditions specified in Section 4.01 on the Closing Date, each Existing Letter of Credit will, automatically and without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or for the account of any of its Subsidiaries so long as the Borrower is a co-applicant), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by

the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed $25,000,000 (the “ Letter of Credit Sublimit ”), (ii) no Revolving Lender’s Revolving Exposure shall exceed such Revolving Lender’s Revolving Commitment and (iii) unless otherwise consented by the Issuing Bank in its sole discretion, the aggregate principal amount of outstanding Swingline Loans and Revolving Loans of such Issuing Bank, when aggregated with the face amount of all Letters of Credit issued by such Issuing Bank, shall not exceed the amount of such Issuing Bank’s Revolving Commitment.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is 12 months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, 12 months after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent). Any Letter of Credit may provide for automatic extension or renewal thereof for an additional period of up to 12 months (but in no event shall such period renew or extend beyond the date referred to in clause (ii)).

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in any such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under any such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to assume and acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives notice of such LC Disbursement; provided that, if such LC Disbursement is not less than $2,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request (and, if the Borrower fails to reimburse such LC Disbursement when due, the Borrower shall be deemed to have requested) in accordance with Section 2.03 or 2.04 that such LC Disbursement be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan (and the time for reimbursement of such LC Disbursement shall automatically be extended to the

Business Day following such request or deemed request). If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance with paragraph (e) of this Section 2.05.

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to

ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.05, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.05 to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i) Replacement of the Issuing Bank . The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, the Required Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 105% the LC Exposure as of such date plus any accrued and unpaid fees thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (h) or (i) of Section 7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b) and Section 2.22. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Lenders), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(k) Additional Issuing Banks . The Borrower may at any time, and from time to time, designate one or more additional Lenders to act as an issuing bank under this Agreement with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender. Any Lender designated as an issuing bank pursuant to this Section 2.05(k) shall be deemed to be and shall have all the rights and obligations of an “Issuing Bank” hereunder.

SECTION 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable

Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07 Interest Elections .

(a) Each Revolving Borrowing and Tranche B Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.07 shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing),

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day,

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.

(f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08 Termination and Reduction of Commitments .

(a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10, and (iii) the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least 2 Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.10 Amortization of Tranche B Term Loans .

(a) The Borrower shall repay Tranche B Term Loan Borrowings on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(e) and 2.11(i)):

Date		Amount (Percent of Principal)
September 30, 2015		$1,125,000 (0.25%)
December 31, 2015		$1,125,000 (0.25%)
March 31, 2016		$1,125,000 (0.25%)
June 30, 2016		$1,125,000 (0.25%)
September 30, 2016		$1,125,000 (0.25%)
December 31, 2016		$1,125,000 (0.25%)
March 31, 2017		$1,125,000 (0.25%)
June 30, 2017		$1,125,000 (0.25%)
September 30, 2017		$1,125,000 (0.25%)
December 31, 2017		$1,125,000 (0.25%)
March 31, 2018		$1,125,000 (0.25%)
June 30, 2018		$1,125,000 (0.25%)
September 30, 2018		$1,125,000 (0.25%)
December 31, 2018		$1,125,000 (0.25%)
March 31, 2019		$1,125,000 (0.25%)
June 30, 2019		$1,125,000 (0.25%)
September 30, 2019		$1,125,000 (0.25%)
December 31, 2019		$1,125,000 (0.25%)
March 30, 2020		$1,125,000 (0.25%)
June 30, 2020		$1,125,000 (0.25%)
September 30, 2020		$1,125,000 (0.25%)
December 31, 2020		$1,125,000 (0.25%)
March 31, 2021		$1,125,000 (0.25%)

Date		Amount (Percent of Principal)
June 30, 2021		$1,125,000 (0.25%)
September 30, 2021		$1,125,000 (0.25%)
December 31, 2021		$1,125,000 (0.25%)
March 31, 2022		$1,125,000 (0.25%)
Tranche B Maturity Date		$419,625,000 (93.25%)

(b) To the extent not previously paid, all Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date.

SECTION 2.11 Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class of Loans, in whole or in part, as selected by the Borrower in its sole discretion and subject to the requirements of this Section 2.11.

(b) In the event and on such occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such Restricted Subsidiary (and in any event not later than the fifth Business Day after such Net Proceeds are received), prepay Term Loan Borrowings in an amount equal to 100% of such Net Proceeds; provided that to the extent required by the terms of any Permitted Debt that is secured by the Collateral on a pari passu basis with the Obligations, the Borrower may, in lieu of prepaying Term Loans with such portion of the Net Proceeds of any prepayment event described in clause (a) or clause (b) of the definition of “Prepayment Event”, apply a portion of such Net Proceeds (based on the respective principal amounts at such time of (A) such Permitted Debt and (B) the Term Loans) to repurchase or redeem such Permitted Debt; provided further that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire or replace real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and the Restricted Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, except to the extent of any such Net Proceeds therefrom that have not been so applied or contractually committed in writing by the end of such 365-day period (and, if so contractually committed in writing but not applied prior to the end of such 365-day period, applied within 180 days of the end of such period), promptly after which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.

(d) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2016, the Borrower shall prepay Term Loan Borrowings in an amount equal to the excess of (A) the ECF Percentage of Excess Cash Flow for such year over (B) the sum of (x) the principal amount of Term Loans prepaid pursuant to Section 2.11(a) and the amount expended to prepay Term Loans pursuant to Section 2.11(i), in each case, during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, (y) the amount expended to prepay Permitted Debt that is secured on a pari passu basis with the Obligations during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment and (z) the amount of Loans under Revolving Commitments, Extended Revolving Commitments and Incremental Revolving Commitments that are repaid during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, in the case of this clause (z), to the extent accompanied by a reduction in the related commitment and, in

the case of each of the foregoing clauses (x), (y) and (z), other than any repayment in connection with a refinancing.

Each prepayment pursuant to this paragraph shall be made within five (5) Business Days of the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated and the related Compliance Certificate has been delivered pursuant to Section 5.01(c) (and in any event within 95 days after the end of such fiscal year).

(e) Each prepayment of Term Loans pursuant to clauses (a), (c) or (d) of this Section 2.11 (A) shall be applied either (x) ratably to each Class of Term Loans then outstanding or (y) as selected by the Borrower in its sole discretion in the notice delivered pursuant to clause (f) below, to any Class or Classes of Term Loans, (B) shall be applied to scheduled amortization with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Borrower in the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.10(a) and (C) shall be paid to the Class of Lenders in accordance with their respective pro rata share (or other applicable share provided by this Agreement) of each such Class of Term Loans, subject to clause (f) below. Notwithstanding clause (A) above, prepayments with Net Proceeds from any event described in clause (c) of the definition of the term “Prepayment Event” shall be applied to the Class or Classes of Term Loans selected by the Borrower. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall determine in accordance with the foregoing provisions of this Section 2.11 the Borrowing or Borrowings of each applicable Class to be prepaid and shall specify such determination in the notice of such prepayment pursuant to paragraph (f) of this Section 2.11.

(f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid, the Class of Loans to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, (i) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08 and (ii) otherwise if a notice of prepayment is given under this Section 2.11, such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control and such notice of prepayment may be revoked if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans of each applicable Lender included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 but shall in no event include premium or penalty.

Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders of its Term Loans elect to decline their pro rata shares of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower (other than Declined Proceeds being applied to repay any Second Lien Term Loans permitted by Section 6.08(b)) (such remaining Declined Proceeds, the “ Borrower Retained Prepayment Amounts ”).

(h) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any of or all the Net Proceeds of any disposition by a Foreign Subsidiary (“ Foreign Disposition ”), the Net Proceeds of any casualty event from a Foreign Subsidiary (a “ Foreign Casualty Event ”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to such repatriated Net Proceeds or Excess Cash Flow will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that the repatriation of any of or all the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax consequences (as reasonably determined in good faith by the Borrower) with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary.

(i) In addition to any prepayment of Term Loans pursuant to Section 2.11(a), Holdings, the Borrower or any Subsidiary of the Borrower may at any time prepay Term Loans of any Class of any Lender at such price or prices as may be mutually agreed by Holdings, the Borrower or such Subsidiary, on the one hand, and such Lender, on the other hand (which, for avoidance of doubt, may be a prepayment at a discount to par), pursuant to individually negotiated transactions or offers to prepay that are open to Lenders of Term Loans of any Class(es) selected by Holdings, the Borrower or such Subsidiary so long as (x) immediately after giving effect to any such prepayment pursuant to this Section 2.11(i), no Event of Default has occurred and is continuing, (y) no proceeds of Swingline Loans or Revolving Loans are utilized to fund any such prepayment and (z) Holdings, the Borrower or such Subsidiary, as applicable, and each Lender whose Term Loans are to be prepaid pursuant to this Section 2.11(i) execute and deliver to the Administrative Agent an instrument identifying the amount of Term Loans of each Class of each such Lender to be so prepaid, the date of such prepayment and the prepayment price therefor. The principal amount of any Term Loans of any Class prepaid pursuant to this paragraph (i) shall reduce remaining scheduled amortization for such Class of Term Loans on a pro rata basis.

SECTION 2.12 Fees .

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which the aggregate Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears in respect of the Revolving Commitments on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans. For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of issuance of any Letter of Credit to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) In the event that a Repricing Transaction occurs on or prior to the date that is twelve (12) months after the Closing Date, the Borrower shall pay each Lender a fee equal to 1.00% of the principal amount of such Lender’s Tranche B Term Loans that are subject to such Repricing Transaction (it being understood that if any Non-Consenting Lender is required to assign its Tranche B Term Loans pursuant to Section 9.02 in connection with a Repricing Transaction, such fee shall be paid to such Non-Consenting Lender and not to its assignee).

(d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent in the Fee Letter.

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.13 Interest .

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.13.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on

the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest; Illegality .

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(x) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Borrowing or (ii) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period, or

(y) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b) If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION 2.15 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank,

(ii) subject the Administrative Agent, any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified under Section 2.17, or (B) Excluded Taxes) on its loans, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or

(iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein,

and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Administrative Agent, such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (excluding any “floor” applicable pursuant to the definition of Adjusted LIBO Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Notwithstanding the foregoing, no additional amounts shall be due and payable pursuant to this Section 2.16 to the extent that on the relevant due date the Borrower deposits in a Prepayment Account an amount equal to any payment of Eurodollar Loans otherwise required to be made on a date that is not the last day of the applicable Interest Period; provided that on the last day of the applicable Interest Period, the Administrative Agent shall be authorized, without any further action by or notice to or from the Borrower or any other Loan Party, to apply such amount to the prepayment of such Eurodollar Loans. For purposes of this Agreement, the term “Prepayment Account” means a non-interest bearing account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.16.

SECTION 2.17 Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except to the extent required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then (i) the applicable withholding agent shall make such deduction or withholding and shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (ii) to the extent such Tax is an Indemnified Tax or Other Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.17), the Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Without duplication of other amounts payable by the Borrower under this Section 2.17, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document, or Other Taxes payable or paid by the Administrative Agent or such Lender, as applicable, (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Notwithstanding anything to the contrary contained in this Section 2.17(c), the Borrower shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 2.17(c) for any amount to the extent the Administrative Agent or such Lender fails to notify the Borrower of such possible indemnification claim within 270 days after the Administrative Agent or such Lender receives written notice from the applicable taxing authority of the specific tax assessment giving rise to such indemnification claim.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, if any, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, on or prior to the Closing Date in the case of each Foreign Lender that is a signatory hereto, and on the date of assignment pursuant to which it becomes a Lender in the case of each other Lender and from time to time thereafter as reasonably requested by either of the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 2.17(e) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so.

(ii) Without limiting the generality of the foregoing:

(A) each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent two duly completed and executed original copies of IRS Form W-9, certifying that such Lender is exempt from U.S. federal backup withholding Tax,

(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent two duly completed and executed original copies of whichever of the following is applicable:

(1) IRS Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits under an income tax treaty to which the United States is a party,

(2) IRS Form W-8ECI,

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) IRS Form W-8BEN or W-8BEN-E, as applicable, or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;

(5) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(C) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Notwithstanding any other provision of this Section 2.17(e), a Lender shall not be required to deliver any form or other documentation that such Lender is not legally eligible to deliver.

(iv) Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender pursuant to this Section 2.17(e).

(f) On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower, two duly-signed, properly completed copies of (i) IRS Form W-9, or (ii) a U.S. branch withholding certificate on IRS Form W-8IMY evidencing its agreement with the Borrower to be treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code with respect to amounts received on account of any Lender, and IRS Form W-8ECI (with respect to amounts received on its own account). At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower.

(g) If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund (whether in cash or by offset against taxes otherwise due) of any Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower pursuant to this Section 2.17(g) ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower or any other Loan Party pursuant to this Section 2.17(g) to the extent that such payment would place the Administrative Agent or such Lender, as applicable, in a less favorable net after-Tax position than the Administrative Agent or such Lender, as applicable would have been in if the Tax subject to the indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.17 shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h) For purposes of this Section 2.17, the term “Lender” includes any Swingline Lender and any Issuing Bank.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) at or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713 (or such other office as from time to time the Administrative Agent shall designate by notice to the Borrower), except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise except as expressly provided in this Agreement, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Holdings, the Borrower or any Subsidiary pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements (but excluding, for the avoidance of doubt, prepayments pursuant to Section 2.11(i)) to any assignee or participant, other than to the Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or the Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or

Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. If any Revolving Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Revolving Lender and for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Revolving Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated non-interest bearing account as cash collateral for, and application to, any future funding obligations of such Revolving Lender under such Sections, in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender is affected in the manner described in Section 2.14(b) and as a result thereof any of the actions described in such Section is required to be taken, or if any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20 Incremental Extensions of Credit .

(a) Subject to the terms and conditions set forth herein, the Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (an “ Incremental Loan Request ”), request (A) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “ Term Loan Increase ”) or a new Class of term loans (collectively with any Term Loan Increase, the “ Incremental Term Commitments ”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “ Revolving Commitment Increase ”) or the establishment of one or more new Classes of revolving credit commitments (any

such new commitments, collectively with any Revolving Commitment Increases, the “ Incremental Revolving Commitments ” and the Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “ Incremental Commitments ”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.

(b) On the applicable date (each, an “ Incremental Facility Closing Date ”) specified in the applicable Additional Credit Extension Amendment (including through any Term Loan Increase or Revolving Commitment Increase, as applicable), subject to the satisfaction of the terms and conditions in this Section 2.20 and in the applicable Additional Credit Extension Amendment, (i) (A) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “ Incremental Term Loan ”) in an amount equal to its Incremental Term Commitment of such Class and (B) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto and (ii) (A) each Incremental Revolving Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “ Incremental Revolving Loan ” and collectively with any Incremental Term Loan, “ Incremental Extensions of Credit ”) in an amount equal to its Incremental Revolving Commitment of such Class and (B) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto.

(c) Each Incremental Loan Request from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitments. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Incremental Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “ Incremental Revolving Lender ” or “ Incremental Term Lender ”, as applicable, and, collectively, the “ Incremental Lenders ”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments, to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Term Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender.

(d) The effectiveness of any Additional Credit Extension Amendment pursuant to this Section 2.20, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date specified therein (the “ Incremental Amendment Date ”) of each of the following conditions, together with any other conditions set forth in the applicable Additional Credit Extension Amendment:

(i) after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied; provided , that, in connection with any Incremental Commitment, which is being used to finance a Limited Condition Transaction, the Incremental Lenders party to such Additional Credit Extension Amendment shall be permitted to waive or limit (or not require the satisfaction of) in full or in part any of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations) and Section 4.02(b) (other than with respect to any Event of Default under Section 7.01(a), (b), (h) or (i)) without the consent of the existing Lenders,

(ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)),

(iii) except in the case of Refinancing Term Loans or Refinancing Revolving Commitments (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Commitments (assuming a borrowing of the maximum amount of Loans available under

all Incremental Revolving Commitments (other than Refinancing Revolving Commitments in respect of Revolving Commitments in effect on the Closing Date)) under such Additional Credit Extension Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Commitments rank pari passu in right of security with the Obligations, the First Lien Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 3.75:1.00, (2) if such Incremental Commitments rank junior in right of security to the Obligations, the Secured Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 5.25:1.00, or (3) if such Incremental Commitments are unsecured, the Total Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 5.50:1.00 ( but no Indebtedness may be incurred pursuant to this clause (3) until the date that is six (6) months after the Closing Date), or (B) together with the Incremental Term Loans made and Incremental Revolving Commitments established under such Additional Credit Extension Amendment, the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Commitments to be established in reliance on this clause (B) on such date, when aggregated with the other Free and Clear Usage Amount on such date, does not exceed the sum of (i) $100,000,000 plus (ii) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Long-Term Indebtedness); provided , that, it is understood that (1) Incremental Term Loans and Incremental Revolving Commitments may be incurred under either clause (A) or clause (B) above as selected by the Borrower in its sole discretion and (2) Incremental Term Loans and Incremental Revolving Commitments may be incurred under both clause (A) and clause (B) above, and proceeds from any such incurrence under both clause (A) and clause (B) may be utilized in a single transaction or series of related but substantially concurrent transactions by first calculating the incurrence under clause (A) (without giving effect to any Incremental Term Loans or Incremental Revolving Commitments incurred (or to be incurred) under clause (B)) and then calculating the incurrence under clause (B), and

(iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent (and in no event more extensive) with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the benefit of the applicable Loan Documents.

(e) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Additional Credit Extension Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Incremental Revolving Loans and Incremental Revolving Commitments, for the benefit of the Revolving Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Additional Credit Extension Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:

(i) the Incremental Term Loans:

(A) (I) shall rank pari passu or junior in right of payment with the Obligations and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with

the Obligations or be unsecured (and, subject to a subordination agreement (if subject to payment subordination), or (if subject to lien subordination) a Junior Lien Intercreditor Agreement),

(B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Tranche B Maturity Date,

(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans,

(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate and amortization for a Term Loan Increase shall be (x) the Applicable Rate and amortization for the Class being increased or (y) in the case of the Applicable Rate, higher than the Applicable Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,

(E) shall have fees determined by the Borrower and the applicable Incremental Term Loan Arranger(s), and

(F) may participate (I) in any voluntary prepayments of any Class of Term Loans hereunder, in whole or in part, as selected by the Borrower in its sole discretion and subject to the requirements of Section 2.11 and (II) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments with Net Proceeds from any event described in clause (c) of the definition of the term “Prepayment Event”) in any mandatory prepayments of Term Loans hereunder.

(ii) the Incremental Revolving Commitments and Incremental Revolving Loans:

(A) (I) shall rank pari passu or junior in right of payment with the Obligations and (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations,

(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Revolving Maturity Date and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date,

(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) with all Revolving Commitments then existing on the Incremental Facility Closing Date,

(D) may be elected to be included as additional participations under the Additional Credit Extension Amendment, subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swingline Lender and the Issuing Bank, in which case, on the Incremental Amendment Date all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with their percentage of the Revolving Commitments existing after giving effect to such Additional Credit Extension Amendment; provided , such election may be made conditional upon the maturity of one or more other Revolving Commitments; provided , further , that in connection with such election the Swingline Lender or the Issuing

Bank may, in its sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Additional Credit Extension Amendment to increase the Swingline Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Incremental Revolving Commitments,

(E) may provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis with all other Revolving Commitments,

(F) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans then existing on the Incremental Facility Closing Date,

(G) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders; provided the Applicable Rate for a Revolving Commitment Increase shall be (x) the Applicable Rate for the Class being increased or (y) higher than the Applicable Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, and

(H) shall have fees determined by the Borrower and the applicable Incremental Revolving Commitment Arranger(s),

(iii) the Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Additional Credit Extension Amendment; provided , however , that with respect to any Incremental Term Loans (other than Refinancing Term Loans) that are pari passu in right of payment and security with the Obligations, the Yield applicable to such Incremental Term Loans shall not be greater than the applicable Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted LIBO Rate or Alternate Base Rate floor) with respect to the Tranche B Term Loans is increased so as to cause the then applicable Yield under this Agreement on the Tranche B Term Loans to equal the Yield then applicable to the Incremental Term Loans minus 50 basis points; provided , further , that any increase in Yield to any Tranche B Term Loans due to the application or imposition of a Adjusted LIBO Rate or Alternate Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted LIBO Rate or Alternate Base Rate floor applicable to such Tranche B Term Loans.

(f) Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become additional Commitments pursuant to an Additional Credit Extension Amendment, executed by the Borrower, each Incremental Lender providing such Commitments, the Administrative Agent and, for purposes of any election and/or increase to the Swingline Sublimit or Letter of Credit Sublimit pursuant to Section 2.20(e)(ii)(D), the Swingline Lender and each Issuing Bank. The Additional Credit Extension Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Incremental Extensions of Credit are to rank junior in right of security or payment or to address technical issues relating to funding and payments. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Commitments for any purpose not prohibited by this Agreement.

(g) Upon any Incremental Amendment Date on which Incremental Revolving Commitments are effected through a Revolving Commitment Increase pursuant to this Section 2.20, (a) each of the existing

Revolving Lenders shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding on such Incremental Amendment Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the existing Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(h) The Incremental Term Loans made under each Term Loan Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.01 and 2.02 (as may be conformed as necessary or appropriate as reasonably determined by the Administrative Agent) and on the date of the making of such Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.01 and 2.02, such Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under the applicable Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans of such Class.

(i) This Section 2.20 shall supersede any provisions in Sections 2.18 or 9.02 to the contrary.

SECTION 2.21 Extended Term Loans and Extended Revolving Commitments .

(a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “ Existing Term Loan Class ”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “ Extended Term Loans ”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “ Extension Request ”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be consistent with the Term Loans under the Existing Term Loan Class from which such Extended Term Loans are to be converted except that:

(i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Class to the extent provided in the applicable Additional Credit Extension Amendment,

(ii) the Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Yield for the Term Loans of such Existing Term Loan Class and upfront fees may be paid to the existing Term Lenders, in each case, to the extent provided in the applicable Additional Credit Extension Amendment, and

(iii) the Additional Credit Extension Amendment may provide for other covenants and terms that apply only after the Tranche B Maturity Date.

(b) Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and consistent with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans.

(c) The Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the applicable Existing Term Loan Class are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “ Extending Term Lender ”) converted into Extended Term Loans shall notify the Administrative Agent (an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to an Extension Request, Term Loans of the Existing Term Loan Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower).

(d) The Borrower may, with the consent of each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments and (ii) any reduction in the Revolving Commitments may, at the option of the Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender providing an Extended Revolving Commitment.

(e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents provided in this Section 2.21). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent.

(f) The provisions of this Section 2.21 shall override any provision of Section 9.02 to the contrary. No conversion of Loans pursuant to any extension in accordance with this Section 2.21 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

SECTION 2.22 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a),

(b) the Revolving Commitment, Revolving Exposure, LC Exposure or Swingline Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (ii) shall not apply to the vote of a Defaulting Lender, except to the extent the consent of such Lender would be required under clause (i), (ii), (iii) or (iv) in the proviso to the first sentence of Section 9.02(b),

(i) so long as no Event of Default has occurred and is continuing as to which the Administrative Agent has received written notice from the Borrower or a Revolving Lender, all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments,

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first , prepay such Swingline Exposure and (y) second , cash collateralize, for the benefit of the Issuing Bank only, the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding,

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized,

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages, and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized, and

(vi) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein).

(d) If (i) a Bankruptcy Event with respect to a parent entity of any Lender shall occur following the Closing Date and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

(e) In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold Revolving Loans in accordance with its Applicable Percentage (whereupon such Lender shall cease to be a Defaulting Lender).

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01 Organization; Power . Each of Holdings, the Borrower and the Restricted Subsidiaries (a) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has the requisite power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Restricted Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability . The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other action and, if required, stockholder action. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to Holdings, the Borrower or any of the Restricted Subsidiaries, as applicable, (c) will not violate or result in a default under any indenture or other material agreement or instrument binding upon Holdings, the Borrower or any of the Restricted Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of the Restricted Subsidiaries or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, (d) will not result in a Limitation on any right, qualification, approval, permit, accreditation, authorization, Reimbursement Approval, license or franchise or authorization granted by any Governmental Authority, Third Party Payor or other Person applicable to the business, operations or assets of the Borrower or any of the Restricted Subsidiaries or adversely affect the ability of the Borrower or any of the Restricted Subsidiaries to participate in any Third Party Payor Arrangement except for Limitations, individually or in the aggregate, that are not material to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, and (e) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Restricted Subsidiaries, except Liens created under the Loan Documents and the Second Lien Loan Documents. There is no pending or, to the knowledge of the Borrower, threatened Limitation by any Governmental Authority, Third Party Payor or any other Person of any right, qualification, approval, permit, authorization, accreditation, Reimbursement Approval, license or franchise of the Borrower, or any Restricted Subsidiary, except for such Limitations, individually or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect. No certifications by any Governmental Authority or any Third Party Payor are required for operation of the business of the Borrower

and the Restricted Subsidiaries that are not in place, except for such certifications or agreements, the absence of which do not materially and adversely affect the operation of the business.

SECTION 3.04 Financial Condition; No Material Adverse Effect .

(a) The Borrower has heretofore delivered to the Lenders audited carve-out combined financial statements of the Concentra business of Humana Inc. for the fiscal years ended December 31, 2013 and December 31, 2014 and unaudited carve-out combined financial statements of the Concentra business of Humana Inc. for the fiscal quarter ended March 31, 2015, reported on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Concentra and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied.

(b) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, after giving effect to the Transactions, none of the Borrower or its Restricted Subsidiaries has, as of the Closing Date, any material direct or contingent liabilities.

(c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

SECTION 3.05 Properties .

(a) Each of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), free and clear of all Liens, except for Permitted Liens and minor defects in title that do not interfere in any material respect with its ability to conduct its business or to utilize such properties for their intended purposes.

(b) Each of Holdings, the Borrower and the Restricted Subsidiaries owns, licenses or possesses the right to use all trademarks, trade names, copyrights, patents and other intellectual property material to its business. The conduct of the businesses of Holdings, the Borrower and the Restricted Subsidiaries does not infringe upon the intellectual property rights of any other Person, except for any such infringements that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect.

(c) Schedule 3.05 sets forth the address of each real property that is owned or leased by Holdings, the Borrower or any of the Restricted Subsidiaries as of the Closing Date after giving effect to the Transactions.

(d) As of the Closing Date, neither Holdings or the Borrower nor any of the Subsidiaries has received written notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. As of the Closing Date, except as set forth on Schedule 3.05 , neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein.

SECTION 3.06 Litigation and Environmental Matters .

(a) Except as set forth on Schedule 3.06 , there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings, the Borrower or any Restricted Subsidiary, threatened against or affecting Holdings, the Borrower or any Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (i) have a Material Adverse Effect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby.

license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) knows of any basis for any Environmental Liability or (iv) has received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law, and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings, the Borrower or any of the Restricted Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental Law on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

SECTION 3.07 Compliance with Laws and Agreements . Except with respect to any matters that, individually or in the aggregate, are not material to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, each of Holdings, the Borrower and the Restricted Subsidiaries is in compliance with all material Requirements of Law applicable to it or its property or operations and all material indentures, agreements and other instruments binding upon it or its property.

SECTION 3.08 Investment Company Status . Neither Holdings, the Borrower, nor any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.09 Taxes . Each of Holdings, the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all federal and other Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect. None of Holdings, the Borrower and the Restricted Subsidiaries is aware of any proposed or pending Tax assessments, deficiencies or audits that are reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect.

SECTION 3.10 ERISA . No ERISA Event has occurred or is reasonably likely to occur that, when taken together with all other such ERISA Events for which liability is reasonably likely to occur, is reasonably likely to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan, except as would not reasonably be likely to result in a Material Adverse Effect.

SECTION 3.11 Disclosure . Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply to any projected financial information, and with respect to such projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and as of the Closing Date, it being understood that such projections may vary from actual results and that such variances may be material.

SECTION 3.12 Subsidiaries . Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries, Permitted Joint Ventures and Subsidiaries that are not Material Subsidiaries listed on Schedule 3.12 . Schedule 3.12 sets forth the name of, and the ownership or beneficial interest of Holdings in, each subsidiary, including the Borrower, and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Date.

Date, all premiums in respect of such insurance have been paid. Holdings and the Borrower believe that the insurance maintained by or on behalf of the Borrower and the Restricted Subsidiaries is adequate.

SECTION 3.14 Labor Matters . As of the Closing Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened. The hours worked by and payments made to employees of the Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters. All payments due from Holdings, the Borrower or any Restricted Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Restricted Subsidiary is bound.

SECTION 3.15 Solvency . Immediately after the consummation of the Transactions to occur on the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.

SECTION 3.16 Federal Reserve Regulations . No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying margin stock (as defined in Regulation U).

SECTION 3.17 Reimbursement from Third Party Payors . The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges. All billings by Holdings, the Borrower and each Restricted Subsidiary pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. There has been no intentional or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such billings.

SECTION 3.18 Fraud and Abuse . None of Holdings, the Borrower or any Subsidiary, nor any of their respective partners, members, stockholders, officers or directors, acting on behalf of Holdings, the Borrower or any Restricted Subsidiary, have engaged on behalf of Holdings, the Borrower or any Subsidiary in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42 U.S.C. § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder, or related Requirements of Law, or under any similar state law or regulation, or that are prohibited by binding rules of professional conduct, including to the extent prohibited by such laws (a) knowingly and willfully making or causing to be made a false statement or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment, (c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules

and regulations apply and (e) making any prohibited referral for designated health services, or presenting or causing to be presented a claim or bill to any individual, Third Party Payor or other entity for designated health services furnished pursuant to a prohibited referral. Neither Holdings, the Borrower nor any Restricted Subsidiary shall be considered to be in breach of this Section 3.18 so long as (a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

SECTION 3.19 Patriot Act, Etc .

(a) To the extent applicable, Holdings and each of its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the Patriot Act. No part of the proceeds of the Loans will be used, directly or, to the knowledge of Holdings and its Subsidiaries, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

(b) (i) None of Holdings or its Subsidiaries will directly or, to the knowledge of Holdings or such Subsidiary, indirectly, (x) use the proceeds of the Loans in violation of Sanctions or (y) otherwise make available such proceeds to any Person for the purpose of financing activities or business of or with any Sanctioned Person, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or in any Sanctioned Country, except to the extent that such financing would be permissible for a Person required to comply with Sanctions (including pursuant to any applicable exemptions, licenses or other approvals), (ii) none of Holdings, any Subsidiary or to the knowledge of Holdings or such Subsidiary, their respective directors, officers or employees or, to the knowledge of the Borrower, any controlled Affiliate of Holdings, the Borrower or its Subsidiaries that will act in any capacity in connection with or benefit from the incurrence of any Loans, is a Sanctioned Person and (iii) none of Holdings, its Subsidiaries or, to the knowledge of Holdings or such Subsidiary, their respective directors, officers and employees, are in violation of applicable Sanctions in any material respect.

SECTION 3.20 Security Documents . Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Security Documents, together with such filings and other actions required to be taken hereby or by the applicable Security Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder, including subject to Permitted Liens, a legal, valid, enforceable and perfected first priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein.

Notwithstanding anything herein (including this Section 3.20) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 5.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to 4.01(f).

SECTION 3.21 Compliance with Healthcare Laws .

(a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“ Licensed Personnel ”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted

Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided , however , nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business.

(b) Each Loan Party that provides professional Medical Services and each of its Licensed Personnel has the requisite National Provider Identifier (“ NPI ”) or other authorizations requisite to bill the Medicare and Medicaid programs (in the state or states in which such entities operate), and all other Third Party Payor Arrangements that such Loan Party currently bills or in the past billed except where the failure to have such authorization would not have, either individually or in the aggregate, a Material Adverse Effect. There is no investigation, audit, claim review or other action pending or, to the Borrower’s knowledge, threatened which could result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Third Party Payor Arrangement, provider number or authorization or result in the exclusion of any Loan Party from the Medicare and Medicaid Programs, or from any Third Party Payor Arrangement, which revocation, suspension, termination, probation, restriction, limitation, non-renewal or exclusion would have, either individually or in the aggregate, a Material Adverse Effect.

(c) As applicable, the Borrower has adopted a compliance plan the purpose of which is to assure that each Loan Party and its Licensed Personnel is in material compliance with applicable Healthcare Laws.

(d) Each Loan Party and professional corporation and professional association with which a Loan Party has entered into a management services agreement or other affiliation agreement conducts its business in compliance with all applicable Corporate Practice of Medicine Laws.

(e) Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs.

SECTION 3.22 HIPAA Compliance .

To the extent that and for so long any Loan Party is a “covered entity” or “business associate” within the meaning of HIPAA, the Borrower (x) is or will be in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a “ HIPAA Compliance Date ”) and (y) is not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that would result in any of the foregoing or that would materially adversely affect a Loan Party’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by a Loan Party of the then effective provisions of HIPAA except, in each case, for such non-compliance as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

ARTICLE IV

Conditions

SECTION 4.01 Closing Date . The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived):

(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) Ropes & Gray LLP, counsel for Holdings and the Borrower and (ii) local counsel in each jurisdiction where a Subsidiary Loan Party is organized as specified on Schedule 4.01 or a Mortgaged Property is located, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer, confirming compliance with the conditions set forth in paragraphs (h), (i) and (l) of this Section 4.01.

(e) The Administrative Agent shall have received all fees and expenses due and payable on or prior to the Closing Date, including, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied (subject to the proviso in clause (g) below) and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or

similar documents) are permitted by Section 6.02 or have been released; provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance with the Collateral and Guarantee Requirement by any Loan Party.

(g) Subject to the proviso below, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.07 including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which (w) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (x) shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, (y) in the case of flood insurance, shall (I) identify the addressee of each property located in a special flood hazard area, (II) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (III) provide that the insurer will give the Administrative Agent 45 days’ written notice of cancellation or non-renewal and (z) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent;

provided that, notwithstanding each of the requirements set forth in clauses (f) and (g) of this Section 4.01, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement, to the extent any security interest in any Collateral is not or cannot be provided on the Closing Date (except for the execution and delivery of the Collateral Agreement and to the extent that a Lien on the Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates evidencing Equity Interests in Concentra and wholly owned Restricted Subsidiaries of Concentra that are Material Subsidiaries and Domestic Subsidiaries with respect to which a Lien may be perfected upon closing by the delivery of a stock certificate), after the Initial Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to the Closing Date without undue burden or expense, the Borrower shall deliver, or cause to be delivered, such evidence of insurance, documents and instruments, or take or cause to be taken such other actions as may be required to confirm such insurance or create or perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Collateral Agent in its reasonable discretion).

(h) The Specified Representations shall be true and correct in all material respects on the Closing Date (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)).

(i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date.

(j) The Administrative Agent shall have received a solvency certificate, dated the Closing Date and signed by the Chief Financial Officer of the Borrower or a Financial Officer (immediately after giving effect to the Transactions) substantially in the form attached hereto as Exhibit G .

(k) Except as reflected in the Financial Statements (as defined in the Acquisition Agreement on the date hereof), since December 31, 2014 through the date of the Acquisition Agreement, there shall not have been any change in the business, operations or financial conditions of Concentra or any of its subsidiaries that has had, or that would reasonably be expected to have a Company Material Adverse Effect (as defined in, and interpreted pursuant to, the Acquisition Agreement on the date hereof) and since the date of the Acquisition Agreement, there shall not have occurred a Company Material Adverse Effect (as defined in, and interpreted pursuant to, the Acquisition Agreement on the date hereof), or any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that would reasonably be expected to have a Company Material Adverse Effect (as defined in, and interpreted pursuant to, the Acquisition Agreement on the date hereof).

(l) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Borrower shall have borrowed the Second Lien Term Loans under the Second Lien Credit Agreement, (iii) the Target Acquisition shall have been consummated, the Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect by the Borrower or any of its subsidiaries in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed based on the interests of the Lenders or Arrangers in their capacity as such); provided that (a) any amendment, waiver or consent that results in a reduction in the amount of consideration required to consummate the Target Acquisition shall be deemed not materially adverse to the Lenders or the Arrangers to the extent any such reduction is applied ratably to reduce the amount of Commitments in respect of this Agreement, (b) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Lenders or the Arrangers shall not otherwise constitute an amendment or waiver and (c) any change to the definition of “Company Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the Lenders and Arrangers.

(m) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Closing Date.

(n) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof.

(o) The Arrangers shall have received (a) audited carve-out combined balance sheets and related statements of operations and comprehensive income, redeemable non-controlling interest and invested equity and cash flows of the Concentra business of Humana Inc. for the fiscal years ended December 31, 2013 and December 31, 2014 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date and (b) unaudited carve-out combined balance sheets and related consolidated statements of operations and cash flows of the Concentra business of Humana Inc. for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least 45 days prior to the Closing Date.

(p) The Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income).

(q) The Intercreditor Agreement and the Second Lien Loan Documents shall have been entered into by each party thereto.

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

SECTION 4.02 Each Credit Event . The obligation of each Lender to make any Loan or honor any Extension Request (other than a Borrowing Request requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Loans) after the Closing Date and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, including, without limitation, on the Closing Date, is subject to satisfaction or waiver of the following conditions:

issuance, amendment, renewal or extension of such Letter of Credit, as applicable, 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 (or true and correct in all material respects, as the case may be) as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) The Administrative Agent and, if applicable, the relevant Issuing Bank or Swingline Lender shall have received a Borrowing Request in accordance with the requirements hereof.

Each Borrowing ( provided that a conversion or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of the Borrower and its Restricted Subsidiaries covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements and Other Information . The Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(a) within 90 days after the end of each fiscal year of the Borrower commencing with the fiscal year ended December 31, 2015, (i) audited year-end consolidated financial statements of the Borrower and its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows and stockholders’ equity) as of the end of and for such fiscal year, and the related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, except as may be required solely as a result of the impending maturity of any Loan) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) if at any time the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries,

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower commencing with the fiscal quarter ending June 30, 2015, (i) unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows) as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) if at any time the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries,

(c) no later than five (5) days after the delivery of the financial statements referred to in Section 5.01(a) and Section 5.01(b) (commencing with the first full fiscal quarter after the Closing Date), a duly completed Compliance Certificate signed by a Financial Officer of the Borrower,

(d) [reserved],

(e) within 30 days after the commencement of each fiscal year of the Borrower, a reasonably detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year) and, promptly when available, any significant revisions of such budget,

(f) promptly from time to time after the occurrence of an event required to be therein reported, such other reports containing substantially the same information that would have been required to be contained under Item 1.01 (entry into material agreement), Item 1.02 (termination of a material agreement), Item 1.03 (bankruptcy or receivership), Item 2.01 (completion of acquisition or disposition), Item 2.03 (creation of a direct financial obligation or an obligation under an off-balance sheet arrangement), Item 2.04 (accelerate or increase debt obligations or under an off-balance sheet arrangement), Item 2.06 (material impairments), Item 4.01 (changes in certifying accountant), Item 4.02 (non-reliance on previously issued financial statements or a related audit report or interim review) or Item 5.02(a), (b) or (c) (departure of directors or certain officers) (other than any information relating to compensation arrangements with any directors or officers) in a Current Report on Form 8-K under the Exchange Act; provided , however , that trade secrets and other confidential information that is competitively sensitive, or information that the Borrower is otherwise prohibited by law or contract from disclosing, in each case in the good faith and reasonable determination of the Borrower, may be excluded from disclosures,

(g) simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) of this Section 5.01, the related unaudited consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and reflecting the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower,

(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary or any Plan, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request, and

(i) evidence of insurance renewals as required under Section 5.07 hereunder in form and substance reasonably acceptable to the Administrative Agent.

The Borrower represents and warrants that it, Holdings and any Subsidiary, in each case, either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a) above, along with the Loan Documents, available to Public-Siders and (ii) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall the Administrative Agent post compliance or borrowing base certificates or budgets to Public-Siders.

posts such documents, or provides a link thereto on the Borrower’s (or Holdings’ or any Parent’s) website on the Internet at the website address previously provided to the Administrative Agent in writing (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time), or (ii) on which such documents are posted on the Borrower’s (or Holdings’ or any Parent’s) behalf on an Internet or intranet website to which each Lender, the Administrative Agent and the Collateral Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon the reasonable request of the Administrative Agent or the Collateral Agent with respect to any specific document so delivered electronically, the Borrower shall promptly deliver a physical copy of such document and (ii) the Borrower shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting by the Borrower of any such documents on any such website (other than a website maintained for or sponsored by the Administrative Agent) and the electronic location at which such documents may be accessed.

To the extent any report or other information under this Section 5.01 is not delivered within the time periods specified under this Section 5.01 and such report or other information is subsequently delivered prior to the time such failure results in an Event of Default due to the Borrower’s failure to deliver such report or other information within such requisite time periods, the Borrower will be deemed to have satisfied its obligations under this Section 5.01 and any Default with respect to its obligations under this Section 5.01 shall be deemed to have been cured (but not any Default under any other provision of this Agreement). The Borrower may satisfy its obligation to deliver any report or other information to Lenders at any time by filing such information with the SEC and providing written notice (which notice may be by facsimile or electronic mail) to the Administrative Agent that such information has been filed.

SECTION 5.02 Notices of Material Events .

(a) The Borrower will furnish to the Administrative Agent (for distribution to each Lender), through the Administrative Agent, written notice of the following promptly after obtaining knowledge thereof:

(i) the occurrence of any Default,

(ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Restricted Subsidiaries that could in each case reasonably be expected to result in a Material Adverse Effect,

(iii) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect,

(iv) the receipt by the Borrower or any of its Restricted Subsidiaries of (i) any notice of any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise necessary for the Borrower or any of its Restricted Subsidiaries to carry on its business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower or any of its Restricted Subsidiaries,

(v) any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material and adverse effect on the ability of the Borrower or any Restricted Subsidiary to carry on its business as now conducted or as proposed to be conducted, and

(vi) any other development that results in, or is reasonably likely to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03 Information Regarding Collateral .

(a) The Borrower will furnish to the Collateral Agent prompt written notice (but in no event later than 90 days) of any change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of incorporation or organization of any Loan Party or (iii) in any Loan Party’s organizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

(b) Each year, at the time of delivery of annual financial statements pursuant to Section 5.01(a), the Borrower shall deliver to the Collateral Agent a certificate executed by a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section.

SECTION 5.04 Existence; Conduct of Business . The Borrower will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, permits, approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.05 Payment of Obligations . Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, pay its Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect.

SECTION 5.06 Maintenance of Properties . The Borrower will, and will cause each of its Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.07 Insurance .

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies (which may include self-insurance) at the time the relevant coverage is placed or renewed (x) insurance with respect to its properties and business against loss or damage of such type and in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (y) all insurance required to be maintained pursuant to the Security Documents, subject to the Collateral and Guarantee Requirements. The Borrower will deliver to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, (ii) cooperate with the Administrative Agent and provide information reasonably required by the Administrative Agent to comply with the Flood Laws and (iii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

SECTION 5.08 Casualty and Condemnation . The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents.

SECTION 5.09 Books and Records; Inspection and Audit Rights . The Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, including environment assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants ( provided that the Borrower shall be provided the opportunity to participate in any such discussions with its independent accountants), all at such reasonable times and as often as reasonably requested.

SECTION 5.10 Compliance with Laws . The Borrower will, and will cause each of its Restricted Subsidiaries to comply with all Requirements of Law, including Environmental Laws, applicable to it or its property, except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.11 Use of Proceeds and Letters of Credit . The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Closing Date will be used by the Initial Borrower on the Closing Date, solely for (i) the payment of the consideration for the Target Acquisition and (ii) for the payment of the Transaction Expenses. The proceeds of Revolving Loans borrowed after the Closing Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions). The proceeds of the Revolving Loans (except as described above), Swingline Loans and Letters of Credit will be used only for working capital and other general corporate purposes and for any other purposes not prohibited by this Agreement. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.12 Additional Subsidiaries; Succeeding Holdings .

(a) If any additional Restricted Subsidiary (other than a Consolidated Practice or an Excluded Subsidiary) is formed or acquired after the Closing Date (or if any Excluded Subsidiary that is not a Subsidiary Loan Party ceases to qualify as an Excluded Subsidiary, the Borrower will, within 60 days after such Restricted Subsidiary is formed or acquired (or ceases to constitute an Excluded Subsidiary), notify the Collateral Agent and the Lenders (through the Administrative Agent) thereof and within such 60-day period cause the Collateral and

Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

(b) Upon the addition of a Succeeding Holdings, the Borrower will notify the Collateral Agent and the Lenders (through the Administrative Agent) thereof and within 10 days after such Succeeding Holdings is formed or acquired cause the Collateral and Guarantee Requirement to be satisfied with respect to the Succeeding Holdings.

SECTION 5.13 Further Assurances .

(a) Each of Holdings, each Succeeding Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) If any material assets (including any real property (other than any leased real property) which constitutes a Material Real Property) are acquired by the Borrower or any Subsidiary Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Agreement that become subject to a perfected Lien in favor of the Collateral Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.13, all at the expense of the Loan Parties; provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with the provisions of this paragraph by any Loan Party.

SECTION 5.14 Designation of Subsidiaries . The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.25:1.00, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value of such Investment in such Subsidiary.

SECTION 5.15 Maintenance of Ratings . The Borrower will use commercially reasonable efforts to maintain (i) a public corporate credit rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s and (ii) a public rating (but not any specific rating) in respect of the Loans and the Commitments from each of S&P and Moody’s.

the delivery of such financial statements and after the Lenders have first been provided reasonable notice of such call; provided , however , if the Borrower is holding a conference call open to the public to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most recently-ended period for which financial statements have been delivered, the Borrower will not be required to hold a second, separate call for the Lenders as long as Lenders are provided access to such conference call.

SECTION 5.17 ERISA Compliance . The Borrower will do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law, and (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification.

SECTION 5.18 Post-Closing Matters . The Borrower will, and will cause each of its Restricted Subsidiaries to execute and deliver the documents and complete the tasks set forth on Schedule 5.20 as soon as commercially reasonable and by no later than the date set forth in Schedule 5.20 ; provided that the Administrative Agent or Collateral Agent, as applicable, may in its reasonable judgment, grant extensions of time for compliance or exceptions with the provisions of this paragraph.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, each of the Borrower (and, with respect to Section 6.03 only, Holdings) and the Restricted Subsidiaries covenants and agrees with the Lenders that:

SECTION 6.01 Indebtedness; Certain Equity Securities .

(a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness created under the Loan Documents,

(ii) Indebtedness in respect of the Second Lien Term Loans (including any guarantees thereof) in an aggregate principal amount not to exceed $200,000,000 and any Permitted Refinancing thereof,

(iii) Indebtedness existing on the Closing Date not to exceed $2,500,000 and other Indebtedness existing on the Closing Date set forth in Schedule 6.01 and any Permitted Refinancing thereof,

(iv) Indebtedness of the Borrower owed to any Restricted Subsidiary and of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided that Indebtedness of the Borrower owed to any Restricted Subsidiary and Indebtedness of any Subsidiary Loan Party owed to the Borrower or any other Restricted Subsidiary shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; provided , further that Indebtedness owed to any Captive Insurance Subsidiary shall only be subordinated to the extent permitted by applicable laws or regulations,

(v) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (A) the Indebtedness so Guaranteed is permitted by this Section 6.01, (B) Guarantees permitted under this clause (vi) shall be subordinated to the Obligations of the Borrower or the applicable Restricted Subsidiary to the same extent and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (C) except in the case of Foreign Subsidiaries that provide Guarantees of Indebtedness of other Foreign Subsidiaries, no Restricted Subsidiary shall Guarantee any Indebtedness unless it is a Subsidiary Loan Party,

(vi) Indebtedness (including Attributable Indebtedness) of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by the Borrower or any Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (A) such Indebtedness (other than Permitted Refinancings) is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not (except as permitted by the definition of “Permitted Refinancing”) exceed at any time outstanding the greater of (x) $25,000,000 and (y) 2.5% of Total Assets as of the time of incurrence,

(vii) (x) Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition and not created in contemplation thereof or (y) Permitted Debt incurred to finance a Permitted Acquisition; provided that after giving Pro Forma Effect to such Permitted Acquisition and the assumption or incurrence of such Indebtedness incurred or assumed pursuant to this clause (vii):

(A) if such Indebtedness ranks pari passu in right of security with the Obligations, (x) the First Lien Net Leverage Ratio does not exceed 3.75:1.00 or (y) the First Lien Net Leverage Ratio is equal to or less than the First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition,

(B) if such Indebtedness ranks junior in right of security with the Obligations, (x) the Secured Net Leverage Ratio does not exceed 5.25:1.00 or (y) the Secured Net Leverage Ratio is equal to or less than the Secured Net Leverage Ratio immediately prior to such Permitted Acquisition, or

(C) if such Indebtedness is unsecured, (x) the Total Net Leverage Ratio does not exceed 5.50:1.00 or (y) the Total Net Leverage Ratio is equal to or less than the Total Net Leverage Ratio immediately prior to such Permitted Acquisition; provided that no Indebtedness may be incurred pursuant to this clause (C) until the date that is six (6) months after the Closing Date,

and, in the case of clauses (x) and (y) of this clause (vii), any Permitted Refinancing of any such Indebtedness ; provided that any such Indebtedness of a Non-Loan Party does not exceed in the aggregate at any time outstanding, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (xiv) of this Section 6.01, the greater of $25,000,000 and 2.5% of Total Assets, in each case determined at the such time of incurrence;

(viii) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business,

(ix) Indebtedness of the Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of business,

(x) Indebtedness of any Loan Party pursuant to Swap Agreements permitted by Section 6.07,

(xi) [reserved],

(xii) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business,

(xiii) Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii),

(xiv) Indebtedness of any Foreign Subsidiary or any Non-Loan Party, collectively, in an amount not to exceed, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (vii) of this Section 6.01, $25,000,000 at any time outstanding,

(xv) Refinancing Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing thereof,

(xvi) (a) Permitted Debt, provided that (x) if such Indebtedness is secured by Liens ranking pari passu with the Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 3.75:1.00, (y) if such Indebtedness is secured by Liens ranking junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 5.25:1.00, and (z) if such Indebtedness is unsecured, the Total Net Leverage Ratio does not exceed 5.50:1.00 (but no Indebtedness may be incurred pursuant to this clause (z) until the date that is six (6) months after the Closing Date), in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing thereof; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the Free and Clear Usage Amount at such time, not to exceed $100,000,000 and any Permitted Refinancing thereof,

(xvii) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days,

(xviii) the incurrence of Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or capital stock of the Borrower or any Restricted Subsidiary,

(xix) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business,

(xx) Indebtedness of the Borrower or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for 10 Business Days or less, and

(xxi) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed the greater of $50,000,000 and 5.0% of Total Assets at the time of incurrence.

For purposes of determining compliance with Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 6.01(a)(i) through (xxi) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in 6.01(a)(i) through (xxi) above and will only be required to include the amount and type of such Indebtedness in such of the above clauses as determined by the Borrower at such time; provided that Indebtedness that originally reduced the Free and Clear Usage Amount at the time of incurrence may not be reclassified. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxi) above.

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID) incurred in connection with such refinancing.

The accrual of interest, the accretion or amortization of OID, the payment of interest in the form of additional Indebtedness with the same terms, shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01.

SECTION 6.02 Liens . The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except (collectively, “ Permitted Liens ”):

(a) Liens created by the Loan Documents,

(b) Permitted Encumbrances,

(c) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Date and set forth in Schedule 6.02 ; provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (B) such Lien shall secure only those obligations which it secures on the Closing Date and Permitted Refinancings thereof,

(d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary (including any Liens securing Indebtedness permitted by clause (vii) of Section 6.01(a)); provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as applicable, (B) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and Permitted Refinancings thereof,

(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (vi) of Section 6.01(a) (including Permitted Refinancings thereof), (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancings) are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary,

(f) Liens (i) arising from filing Uniform Commercial Code financing statements regarding leases, (ii) of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon and (iii) in favor of banking institution encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry,

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.06,

(h) Liens in favor of the Borrower or another Loan Party (other than Holdings),

(i) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Restricted Subsidiary,

(j) Liens on assets of any Foreign Subsidiary or any Non-Loan Party securing Indebtedness permitted by Section 6.01(a)(xiv),

(k) Liens on assets of the Borrower or the Restricted Subsidiaries not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding; provided that in no event shall Holdings, the Borrower or any Restricted Subsidiary create, incur, assume or permit to exist any Lien on any Equity Interests of the Borrower or any Restricted Subsidiary,

(l) Liens on the Collateral securing Indebtedness permitted by paragraphs (a)(ii), (a)(xv) and (a)(xvi) of Section 6.01,

(m) Liens on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such Unrestricted Subsidiary,

(n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes,

(o) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs, and

(p) Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary with any letter of intent or purchase agreement permitted hereunder.

SECTION 6.03 Fundamental Changes .

(a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge with and into the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations the Borrower under the Loan Documents, (ii) any Person may merge with and into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iv) any asset sale permitted by Section 6.05 or Investment permitted by Section 6.04 may be effected through the merger of a subsidiary of the Borrower with a third party and (v) the Merger shall be permitted.

(b) The Borrower will not, and Holdings and the Borrower will not permit any Restricted Subsidiary to, engage to any material extent in any business other than a Permitted Business.

(c) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and engaging in corporate and administrative functions and other activities incidental thereto (including payment of dividends and other amounts in respect of its Equity Interests). Holdings will not own or acquire any assets (other than Equity Interests of the Borrower and the cash proceeds of any Restricted Payments permitted by Section 6.08 or proceeds of any issuance of Indebtedness or Equity Interests permitted by this Agreement pending application as required by this Agreement) or incur any liabilities (other than liabilities under and permitted to be incurred under the Loan Documents, the Second Lien Loan Documents and liabilities reasonably incurred in connection with its maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance) and activities incidental thereto). Notwithstanding the foregoing, Holdings shall be permitted to (i) enter into transactions, engage in activities and maintain assets or incur liabilities in respect of Swap Agreements related to Indebtedness of Holdings permitted hereunder, (ii) engage in any public offering of its common stock or any other issuance or sale of its Equity Interests, (iii) participate in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, the Borrower and its Restricted Subsidiaries, (iv) hold any cash or property (but not operate any property), (v) provide indemnification to officers and directors and (vi) engage in any activities incidental to the foregoing.

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (collectively, “ Investments ”), except:

(a) Permitted Acquisitions,

(b) Permitted Investments,

(c) Investments existing on the Closing Date and set forth on Schedule 6.04 and any Investments consisting of extensions, modifications or renewals of any such Investments (excluding any such extensions, modifications or renewals involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or OID or payment-in-kind pursuant to the terms, as of the Closing Date, of the original Investment so extended, modified or renewed),

(d) Investments by the Borrower or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments in Non-Loan Parties by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(f)) shall not exceed the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

(e) loans or advances made by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Non-Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(f)) shall not exceed the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

outstanding investments permitted under clause (B) to the proviso to Section 6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(e)) shall not exceed the greater of $25,000,000 and 2.5% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

(g) receivables or other trade payables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business consistent with past practice and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under the circumstances,

(h) Investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in satisfaction of judgments,

(i) Investments by the Borrower or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business,

(j) loans or advances by the Borrower or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Restricted Subsidiary not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances),

(k) Investments in the form of Swap Agreements permitted by Section 6.07,

(l) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges, in one transaction or a series of transactions, with the Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger,

(m) Investments received in connection with the dispositions of assets permitted by Section 6.05,

(n) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”,

(o) Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(p)) in an amount not to exceed $50,000,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made),

(p) Investments in Permitted Real Estate Joint Ventures (together with the aggregate amount of Investments in Permitted Joint Ventures permitted under Section 6.04(o)) in an amount not to exceed $50,000,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made),

(q) payments, loans, advances to, and investments in, Consolidated Practices in the ordinary course of business and consistent with past practice in satisfaction of their obligations under any management services agreements,

(r) Investments by the Borrower or any Restricted Subsidiary (including Investments in Permitted Joint Ventures and Permitted Acquisitions) in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment,

(s) (i) Investments by the Borrower or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an amount not to exceed the greater of $50,000,000 and 5.0% of Total Assets and (ii) other Investments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 4.25:1.00,

(t) Investments, loans and advances by the Borrower or any Restricted Subsidiary to any Captive Insurance Subsidiary in an amount equal to (A) the capital required under the applicable laws or regulations of the jurisdiction in which such Captive Insurance Subsidiary is formed or determined by independent actuaries as prudent and necessary capital to operate such Captive Insurance Subsidiary plus (B) any reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary,

(u) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (or any other direct or indirect parent company of the Borrower), and

(v) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business.

For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the original cost of such Investment (without adjustment for any increases or decreases in the value of such Investments), reduced by (except in the case of any Investments made using the Available Amount pursuant to Section 6.04(r) and returns which are included in the Available Amount pursuant to the definition thereof) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment.

SECTION 6.05 Asset Sales . The Borrower will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Borrower a Restricted Subsidiary), nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04) involving aggregate payments or consideration for assets having a Fair Market Value in excess of $2,500,000 for any individual transaction or series of related transactions, except:

(a) sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, damaged, obsolete, worn out, negligible or surplus equipment or property in the ordinary course of business,

(b) sales, transfers and dispositions to the Borrower or any Restricted Subsidiary; provided that any such sales, transfers or dispositions involving a Non-Loan Party shall be made in compliance with Section 6.09,

(c) sales, transfers and dispositions of products, services or accounts receivable (including at a discount) in connection with the compromise, settlement or collection thereof consistent with past practice,

(d) sales, transfers and dispositions of property to the extent such property constitutes an investment permitted by clauses (b), (h), (l) and (n) of Section 6.04,

(e) sale and leaseback transactions permitted by Section 6.06,

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary,

(g) sales, transfers and other dispositions of assets (other than Equity Interests in a Restricted Subsidiary unless all Equity Interests in such Restricted Subsidiary are sold) that are not permitted by any other paragraph of this Section 6.05,

(h) exchanges of property for similar replacement property for fair value,

(i) assets set forth on Schedule 6.05 ,

(j) the sale or other disposition of Permitted Investments,

(k) the sale or disposition of any assets or property received as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default,

(l) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice,

(m) the sale, lease, conveyance, disposition or other transfer of (a) the Equity Interests of, or any Investment in, any Unrestricted Subsidiary or (b) Investments (other than Investments in any Restricted Subsidiary) made pursuant to clause (s) of Section 6.04,

(n) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,

(o) leases or subleases to third persons in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries, and

(p) the sale of Equity Interests in joint ventures to the extent required by or made pursuant to, customary buy/sell arrangements entered into in the ordinary course of business between the joint venture parties and sent forth in joint venture agreements.

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c), (f), (l), (n) and (p) above) shall be made for fair value and (other than those permitted by paragraphs (b), (d), (h), (l), (n) and (p) above) for at least 75 % cash consideration, plus (for all such sales, transfers, leases and other dispositions permitted hereby) an aggregate additional amount of non-cash consideration in the amount of $20,000,000 (it being understood that for purposes of paragraph (a) above, accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or surplus equipment or property and any non-cash consideration that was actually converted into cash within 6 months following the applicable sale, transfer, lease or other disposition by the Borrower or any of its Restricted Subsidiaries shall be deemed to constitute cash consideration).

SECTION 6.06 Sale and Leaseback Transactions . The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (x) any such sale of any fixed or capital assets by the Borrower or any Restricted Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 180 days after the Borrower or such Restricted Subsidiary acquires or completes the construction of such fixed or capital asset or (y) sale and leaseback transactions with respect to properties

acquired after the Closing Date, where the Fair Market Value of such properties in the aggregate does not to exceed the greater of $25,000,000 and 2.5% of Total Assets.

SECTION 6.07 Swap Agreements . The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of the Restricted Subsidiaries) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Holdings, the Borrower or any Restricted Subsidiary.

SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness .

(a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i) the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock,

(ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests,

(iii) the Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings or a Parent to purchase or redeem Equity Interests of Holdings or a Parent acquired by employees, consultants or directors of Holdings, the Borrower or any Restricted Subsidiary upon such Person’s death, disability, retirement or termination of employment; provided that the aggregate amount of such purchases or redemptions under this clause (iii) shall not exceed $10,000,000 in any fiscal year (and, to the extent that the aggregate amount of purchases or redemptions made in any fiscal year pursuant to this clause (iii) is less than $10,000,000, the amount of such difference may be carried forward and used for such purpose in the following fiscal year) and $30,000,000 in the aggregate,

(iv) the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) and other expenses in its capacity as the parent of Borrower incurred by Holdings or a Parent in the ordinary course of its business or used to pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity financing; provided that such Restricted Payments shall not exceed $5,000,000 in any fiscal year,

(v) with respect to any taxable period (or portion thereof) with respect to which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which Holdings or a Parent is the common parent (a “Tax Group”), the Borrower may make Restricted Payments to Holdings (or any such Parent) in an amount necessary to enable Holdings (or such Parent, as applicable) to pay the portion of any consolidated, combined or similar U.S. federal, state or local income Taxes (as applicable) of such Tax Group for such taxable period that are directly attributable to the taxable income of the Borrower and/or its applicable Subsidiaries; provided that the amount of any such Restricted Payments pursuant to this clause (v) shall not exceed the amount of such Taxes that the Borrower and/or its applicable Subsidiaries would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate group); provided , further , that the payment of Restricted Payments pursuant to this clause (v) in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose,

(vi) cashless repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants or upon vesting of common stock, if such Equity Interests represent a portion of the exercise price or withholding obligations of such options, warrants or common stock,

(vii) the Borrower and its Restricted Subsidiaries may make a payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement ( provided that such date of declaration or giving of notice of redemption shall be deemed to be a Restricted Payment and shall utilize capacity under another provision of this Section 6.08),

(viii) the Borrower and its Restricted Subsidiaries may make payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Borrower to pay management, consulting and advisory fees or any other amounts payable to any Permitted Holder to the extent permitted by Section 6.09,

(ix) [reserved],

(x) the Borrower and the Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not exceeding the Available Amount immediately prior to the time of the making of such Restricted Payment; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 5.25:1.00,

(xi) the Borrower may make Restricted Payments to Holdings to pay any non-recurring fees, cash charges and cost expenses incurred in connection with the issuance of Equity Interests or Indebtedness, in each case only to the extent that such transaction is not consummated,

(xii) the Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed $40,000,000 (together with the aggregate amount of any prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness under Section 6.08(b)(iv); provided that no Event of Default has occurred and is continuing or would result therefrom,

(xiii) the Borrower and its Restricted Subsidiaries may make other Restricted Payments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 3.75:1.00,

(xiv) the Borrower and its Restricted Subsidiaries may make payments for the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants,

(xv) the Borrower and its Restricted Subsidiaries may make cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the conversion of any convertible debt securities of the Borrower and its Restricted Subsidiaries, and

(xvi) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions permitted by Section 6.09 shall be permitted,

and provided further that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment.

principal of or interest on, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, any Second Lien Term Loans, any Permitted Debt (other than Permitted Debt secured on a pari passu basis with the Obligations) or any Subordinated Indebtedness (other than the intercompany loans among Restricted Subsidiaries and the Borrower) (“ Specified Indebtedness ”), except:

(i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than, in the case of Subordinated Indebtedness, as prohibited by the subordination provisions thereof,

(ii) the conversion or exchange of any Specified Indebtedness into, or redemption, repurchase, prepayment, defeasance or other retirement of any such Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of Equity Interests (or capital contributions in respect thereof) of Holdings or a Parent after the Closing Date to the extent not Otherwise Applied, plus any fees and expenses in connection with such conversion, exchange, redemption, repurchase, prepayment, defeasance or other retirement,

(iii) the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness for an aggregate purchase price not to exceed the Available Amount; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 5.25:1.00,

(iv) the Borrower and its Restricted Subsidiaries may make additional prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness in an aggregate amount not to exceed $40,000,000 (together with the aggregate amount of any Restricted Payments made under clause Section 6.08 (a)(xii)); provided that no Event of Default has occurred and is continuing or would result therefrom,

(v) other prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 3.75:1.00, and

(vi) refinancings of Indebtedness to the extent the Indebtedness being incurred in connection with such refinancing is a Permitted Refinancing.

SECTION 6.09 Transactions with Affiliates . The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions, except:

(a) transactions that are at prices and on terms and conditions, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary that could be obtained on arm’s-length transaction basis from unrelated third parties other than an Affiliate,

(b) (i) transactions between or among Holdings, the Borrower, and the Subsidiary Loan Parties or any entity that becomes a Restricted Subsidiary as a result of such transaction, and (ii) transactions between or among the Borrower and a Person (other than an Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person,

(d) any Indebtedness permitted under Section 6.01(a)(v) and Section 6.01(a)(xii),

(e) any Restricted Payment permitted under Section 6.08,

(f) loans or advances to employees permitted under Section 6.04(e),

(g) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any of the Affiliates of the Borrower or entity controlled by such Affiliates, as lessor, which is approved in good faith by a majority of the disinterested members of the Board of Directors of the Borrower,

(h) so long as no Default described in Section 7.01(b) and no Event of Default has occurred and is continuing, the Borrower or any of its Restricted Subsidiaries may pay, or may pay cash dividends to enable Holdings to pay, (A) customary management, consulting, monitoring or advisory fees to any Permitted Holder in an aggregate amount not greater than $1,000,000 during any fiscal year (plus any unpaid management, consulting, monitoring or advisory fees within such amount accrued in any prior year) and (B) fees in respect of any financings, acquisitions or dispositions with respect to which any Permitted Holder acts as an adviser to Holdings, the Borrower or any Restricted Subsidiary in an amount not to exceed 1.5% of the value of any such transaction,

(i) any contribution to the capital of Holdings directly or indirectly by the Permitted Holders or any purchase of Equity Interests of Holdings by the Permitted Holders not prohibited by this Agreement,

(j) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business,

(k) any issuances of Equity Interests, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s or Holdings’ Board of Directors (or a committee thereof),

(l) transactions pursuant to agreements set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not materially less favorable to the Borrower or such Subsidiary Loan Party than those provided for in the original agreements,

(m) any employment, change of control and severance arrangements entered into in the ordinary course of business and approved by the Borrower’s or Holdings’ Board of Directors (or a committee thereof) between a Parent, Holdings, the Borrower or any Restricted Subsidiary and any employee thereof,

(n) payments by the Borrower or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings or dividends received from, any Captive Insurance Subsidiary,

(o) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement,

(p) the entering into of any tax sharing agreement or arrangement with Holdings or any direct or indirect parent company of the Borrower and any payments thereunder by the Borrower or any of its Restricted Subsidiaries to Holdings or any Parent to the extent permitted by Section 6.08(a)(iv),

(q) the entering into the Services Agreements and any payments thereunder to Select Medical Holdings Corporation and Select Medical Corporation, as applicable,

(r) the issuance of Equity Interests (other than Disqualified Stock) (i) of the Borrower to Affiliates of the Borrower or (ii) of the Borrower or any Restricted Subsidiary for compensation purposes,

(s) intellectual property licenses in the ordinary course of business,

(t) any customary management services agreements or similar agreements between the Borrower or any other Subsidiary and any Consolidated Practice or Permitted Joint Ventures,

(u) the Transactions (including Transaction Expenses) and the payment of fees and expenses as part of or in connection with the Transactions, and

(v) transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Borrower in good faith.

SECTION 6.10 Restrictive Agreements .

(a) Subject to clauses (b) through (d) below, the Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary.

(b) The foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, Second Lien Loan Document or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing ( provided that such restrictions are not materially more restrictive (as determined in good faith by the Borrower), taken as a whole, than those contained in such agreements governing the Indebtedness being refinanced), or Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement ( provided that such restrictions shall apply only to such Foreign Subsidiary), (ii) existing on the date hereof identified on Schedule 6.10 (and shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so acquired and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any Consolidated Practice by (and for the benefit of) any Loan Party and (vi) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business.

(c) The foregoing clause (a)(i) shall not apply to restrictions or conditions (i) imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (ii) imposed by customary provisions in leases restricting the assignment thereof.

(d) The foregoing clause (a)(ii) shall not apply (x) to customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture or (y) to customary restrictions on leases, subleases, licenses, cross-licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the property interest, rights or the assets subject thereto.

paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 6.11 Amendment of Material Documents . The Borrower will not, and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (a) any Second Lien Loan Document, (b) the documentation governing any Permitted Securities or (c) its certificate of incorporation, by-laws or other organizational documents, in each case to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

SECTION 6.12 Financial Covenant . On any Compliance Date, the Borrower will not permit the First Lien Net Leverage Ratio as of such Compliance Date to be greater than 5.25 to 1.0 (the “ Financial Covenant ”).

The provisions of this Section 6.12 are for the benefit of the Revolving Lenders only and the Required Revolving Lenders may amend, waive or otherwise modify this Section 6.12 or the defined terms used for purposes of this Section 6.12 or waive any Default or Event of Default resulting from a breach of this Section 6.12 in accordance with the provisions of Section 9.02.

SECTION 6.13 Fiscal Year . The Borrower will not, and will not permit any Restricted Subsidiary to, change its fiscal year.

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default . If any of the following events (any such event, an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise,

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section 7.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days,

(c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation or warranty shall prove to have been incorrect in any respect) when made or deemed made,

(d) the Borrower or, in the case of Section 6.03, Holdings, fails to (or, to the extent applicable, fails to cause any Restricted Subsidiary to) observe or perform any covenant, condition or agreement contained in Section 5.02, 5.04 (solely with respect to the existence of the Borrower), 5.11 or in Article VI; provided that the Financial Covenant is subject to cure pursuant to Section 7.02; provided , further , that the Borrower’s failure to comply with the Financial Covenant shall not constitute an Event of Default with respect to any Term Loans unless and until the Required Revolving Lenders shall have terminated their Revolving Commitments and declared all amounts outstanding thereunder to be immediately due and payable hereunder,

(e) Holdings, the Borrower or any Subsidiary Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section 7.01), and such failure shall continue unremedied for a period of 30 days after receipt by the Borrower of notice thereof from the Administrative Agent (which notice will be given at the request of any Lender),

(f) Holdings, the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness (other than Indebtedness hereunder), when and as the same shall become due and payable (after giving effect to any applicable grace period),

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (other than, with respect to Indebtedness consisting of Swap Agreements, as a result of any termination events or equivalent events (other than any additional termination events (or equivalent events)) and not as a result of any other default thereunder by any Loan Party); provided that this paragraph (g) shall not apply to Secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets (to the extent not prohibited under this Agreement) securing such Indebtedness; provided , further , that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans hereunder,

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered,

(i) Holdings, the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of the foregoing,

(j) one or more judgments for the payment of money (to the extent not paid or covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) in an aggregate amount in excess of $20,000,000 shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment,

(k) (i) an ERISA Event occurs that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, has resulted or would reasonably be expected to result in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its

withdrawal liability under Section 4201 of ERISA under a Plan in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect,

(l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral with a fair value in excess of $20,000,000, with the priority required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Agreement,

(m) any Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party thereto,

(n) the Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties pursuant to the Collateral Agreement shall cease to be in full force and effect (other than in accordance with the terms of the Loan Documents) or shall be asserted by Holdings, the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations, or

(o) a Change of Control shall occur,

then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in paragraph (h) or (i) of this Section 7.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant (which has not become an Event of Default with respect to the Term Loans pursuant to Section 7.01(d)), such Events of Default shall not constitute an Event of Default for purposes of any Term Loan (or any other Facility other than the Revolving Commitment) and the Lenders and the Administrative Agent shall only take the actions set forth in this Section 7.01 at the request of the Required Revolving Lenders (as opposed to Required Lenders) and only with respect to the Revolving Commitments and the extensions of credit thereunder.

SECTION 7.02 Borrower’s Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Covenant on any Compliance Date (a “ Financial Covenant Default ”), on or after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “ Cure Right ”); provided that at the Borrower’s option, the Borrower may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements

of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “ Cure Amount ”) pursuant to the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Covenant at the end of the applicable fiscal quarter and applicable subsequent periods which include such fiscal quarter and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

(b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and no more than five (5) Cure Rights shall be exercised during the Revolving Availability Period, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (c) the Cure Amount shall be set forth in an officer’s certificate delivered to the Administrative Agent.

(c) The Cure Right and the effects thereof on determining pricing, financial ratio-based conditions (other than for determining actual compliance with Section 6.12) or any baskets with respect to covenants will be disregarded for all other purposes under the Loan Documents, including, without limitation, for purposes of calculating the leverage ratios as a threshold for permitted exceptions to any affirmative and negative covenants; provided that the reduction in the outstanding principal balance of the Loans due to the application of the proceeds of an the exercise of a Cure Right pursuant to Section 2.11 shall not be taken into account for purposes of determining compliance with the Financial Covenant for the measurement period ending on the last day of the applicable fiscal quarter and the next three measurement periods. In addition, exercise of the Cure Right shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI).

(d) So long as the Borrower is entitled to exercise a Cure Right pursuant to the foregoing terms and provisions of this Section 7.02, neither Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant Default; provided that until timely receipt of the Cure Amount, an Event of Default shall be deemed to exist for all other purposes of this Agreement, including, without limitation, any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided , further , that notwithstanding the foregoing, upon a deemed cure pursuant to Section 7.02(c), the requirements of the applicable Financial Covenant shall be deemed to have been satisfied as of the applicable fiscal quarter with the same effect as though there had been no Financial Covenant Default (and any other Default arising solely as a result thereof) at such date or thereafter.

SECTION 7.03 Exclusion of Immaterial Subsidiaries . Solely for the purposes of determining whether a Default has occurred under clause (h) or (i) of Section 7.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the Total Assets of the Borrower and the Restricted Subsidiaries or 5% of the total revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from clause (h) or (i) of Section 7.01 pursuant to this Section 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

ARTICLE VIII

The Agents

SECTION 8.01 The Agents . Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. For purposes of this Article VIII, all references to the Administrative Agent shall be deemed to be references to both the Administrative Agent and the Collateral Agent.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.05(j) and Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more subagents appointed by the Administrative Agent; provided , however , that the Loan Parties shall make all payments under any Loan Document directly to the Administrative Agent. The Administrative Agent and any such subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such subagent and to the Related Parties of each Administrative Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

100

The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor who shall either be (i) a “U.S. person” and a “financial institution” within the meaning of United States Treasury Regulations Section 1.1441-1 or (ii) a U.S. branch of a non-U.S. financial institution that has agreed to be treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Each Lender irrevocably agrees that the Administrative Agent may enter into any and all documents with respect to Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreement, any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, if applicable) as contemplated by and in accordance with the provisions of this Agreement and the Security Documents without any further consent from any Secured Party, which terms shall be reasonably satisfactory to Administrative Agent.

No Person named as an Arranger or bookrunner in this Agreement shall have any liability under this Agreement or any other Loan Document in its capacity as such.

SECTION 8.02. Withholding Taxes . To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.02. The agreements in this Section 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For purposes of this Section 8.02, the term “Lender” includes any Swingline Lender and any Issuing Bank.

101

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to Concentra Inc., 4714 Gettysburg Rd., Mechanicsburg, PA 17055, Attention: Joel T. Veit (Telecopy No. (717) 303-0824),

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 270 Park Avenue, 4th Floor, New York, New York 10017, Attention of Dawn Lee Lum (Telecopy No. (212) 270-2472), with a copy to JPMorgan Chase Bank, N.A., Loan and Agency Services, 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713, Attention: Preet Patel (Telecopy No. (302) 634-1417),

(iii) if to the Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency Services, 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713, Attention: Preet Patel (Telecopy No. (302) 634-1417),

(iv) if to the Swingline Lender, to JPMorgan Chase Bank, N.A., Loan and Agency Services, 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713, Attention: Preet Patel (Telecopy No. (302) 634-1417),

(v) if to the Collateral Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services, 500 Stanton Christiana Road, 3/Ops2, Newark, DE 19713, Attention: Preet Patel (Telecopy No. (302) 634-1417), and

(vi) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative Agent (and, in the case of the Administrative Agent, by written notice to the Borrower). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

102

SECTION 9.02 Waivers; Amendments .

(a) No failure or delay by the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender, the Collateral Agent, the Swingline Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in Section 2.20 with respect to an Additional Credit Extension Amendment (or to give effect to any restatement of this Agreement, the substantive terms of which are otherwise permitted hereby), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall

(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or of any Default or mandatory prepayment or mandatory reduction of any Commitments shall not constitute an increase of any Commitment of any Lender),

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio” or “Total Net Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction in any rate of interest; provided that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to amend Section 2.13(c) or to waive any obligation of the Borrower to pay interest thereunder,

(iii) postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Loan, the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby,

(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby,

(v) change any of the provisions of this Section 9.02 or the percentage set forth in the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as applicable),

(vi) release Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as provided in Section 9.15 or in the Collateral Agreement) or limit its liability in respect of such Guarantee, without the written consent of each Lender,

103

(vii) release all or substantially all the Collateral from the Liens of the Security Documents (except as provided in Section 9.15 or in the Collateral Agreement), without the written consent of each Lender,

(viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class,

(ix) expressly change or waive any condition precedent in Section 4.02 to any Revolving Borrowing, including, without limitation, the related defined terms therein to the extent applicable to such section, without the written consent of the Required Revolving Lenders, or

(x) amend, waive or otherwise modify (a) the Financial Covenant and (b) Section 7.02, and in each case, any definition related thereto (as any such definition is used therein) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial Covenant (including any related Default or Event of Default under Section 5.01) or Section 7.02 without the written consent of the Required Revolving Lenders; provided , that, the amendments, waivers or modifications described in this clause (x) shall not require the consent of any Lenders other than the Required Revolving Lenders,

provided , further , that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of a particular Class of Lenders (but not any other Lenders) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 9.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. As it relates to rights of the Issuing Bank, (a) the definition of “Letter of Credit Sublimit” may be amended to increase the amount thereof to an amount equal to no more than 50% of the aggregate principal amount of the Revolving Commitments (as in effect as of the date thereof) with only the written consent of the Issuing Bank, the Administrative Agent and the Borrower and (b) this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent of the Administrative Agent, the applicable Issuing Bank and the Borrower, so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, and if applicable, the other Issuing Banks, if any, who have not executed such amendment, are not adversely affected thereby. No Lender consent is required to effect an Additional Credit Extension Amendment (except as expressly provided in Sections 2.20 or 2.21 as applicable). In connection with any proposed amendment, modification, waiver or termination (a “ Proposed Change ”) requiring the consent of all Lenders or all adversely affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as a “ Non-Consenting Lender ”), then, at the Borrower’s request, any Lender assignee that is reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such Lender assignee, at no expense to such Non-Consenting Lender, all the Commitments and Loans of such Non-Consenting Lender for an amount equal to the principal balance of all Loans (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale (including amounts under Sections 2.15, 2.16 and 2.17), such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by such Non-Consenting Lender); provided , that, if any such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two (2) Business Days of the date on which the Lender assignee executes and delivers such Assignment and Assumption to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender.

(c) Notwithstanding the provisions of clause (b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower

104

(i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Tranche B Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of a Class with a replacement term loan tranche hereunder (the “ Replacement Term Loans ”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinancing Term Loans, (ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinancing Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinancing Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinancing Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinancing Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing.

(d) Notwithstanding anything in this Section 9.02 to the contrary, (a) technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any Incremental Term Loans, any Incremental Revolving Commitments, any Extended Term Loans or any Extended Revolving Commitments or (ii) to cure any ambiguity, omission, defect or inconsistency and (b) without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent or any collateral agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into (x) any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interest for benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document or (y) the Intercreditor Agreement, any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement.

SECTION 9.03 Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Arrangers, including the reasonable fees, charges and disbursements of counsel for the Agents (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request), in connection the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and Lead Arrangers, and, if necessary, of one local counsel in any relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Lenders (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict of interest). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.03(a) include any Issuing Bank and any Swingline Lender.

105

(b) The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Arranger, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”), and hold each Indemnitee harmless, from and against any and all losses, claims, damages, liabilities or out-of-pocket expenses incurred by or asserted against any Indemnitee (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict) incurred in connection with, or as a result of the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries or their respective properties or operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates (in the case of any such act or omission, as determined in a final and non-appealable judgment of a court of competent jurisdiction). All amounts due under this Section 9.03(b) shall be paid within 30 days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, that such Indemnitee shall promptly refund and return such amounts to the extent that there is a final non-appealable judicial determination by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03(b). For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.03(b) include any Issuing Bank and any Swingline Lender.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “ pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans, and unused Commitments at the time.

(d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

SECTION 9.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its

106

rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 6.03) (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the limitations set forth in paragraph (a) above and the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(i) the Borrower; provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default pursuant to clauses (a), (b), (h) and (i) under Section 7.01 has occurred and is continuing, any other assignee,

(ii) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, provided further that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Revolving Loan or Revolving Commitment to a Lender, and

(iii) the Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following conditions:

(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $5,000,000 (in the case of each Revolving Commitment) or $1,000,000 (in the case of a Term Loan), and shall be in increments of an amount of $1,000,000 in excess thereof (or, in each case, if less, all of such Lender’s Commitment or Loans of the applicable Class) unless each of the Borrower and the Administrative Agent otherwise consent; provided that such assignments shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any,

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans,

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500,

(iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and

107

(v) no assignment may be made to (i) a Disqualified Institution without the prior written consent of the Borrower, (ii) a natural person or (iii) except as permitted by Section 9.04(d), the Borrower or any of its Affiliates.

Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans to any Affiliated Lender shall also be subject to the requirements of Section 9.04(d).

For purposes of this Section 9.04(b):

“ Approved Fund ” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ CLO ” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.

(iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount and stated interest of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, and solely with respect to their respective interests by the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such

108

Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.

(i) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and each Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary.

(ii) Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations of such Sections, provided that any forms required to be provided by any Participant pursuant to Section 2.17(e) shall be provided solely to the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04; provided that a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent not to be unreasonably withheld or delayed. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(iii) Any Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge, assignment or grant to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge, assignment or grant of a security interest; provided that no such pledge, assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

(iv) Notwithstanding any other provision of this Agreement, no Lender will assign its rights and obligations under this Agreement, or sell participations in its rights and/or obligations under this Agreement, to any Person who is (i) a Disqualified Institution (with respect to participations to the extent the identity of such Disqualified Institution has been made available in writing to all Lenders), (ii) a natural person, (iii) a Person listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (iv) a Person either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (B) designated under Section 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar executive orders or (v) the Borrower or any of its Affiliates.

(d) (i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to a Person who is or will become, after such assignment, an Affiliated Lender in accordance with Section 9.04(b) and this Section 9.04(d); provided that:

(A) the assigning Lender and Non-Debt Fund Affiliate purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially

109

in the form of Exhibit J hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption;

(B) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments, Revolving Loans, Extended Revolving Commitments, Incremental Revolving Commitments, Incremental Revolving Loans or Refinancing Revolving Commitments to any Affiliated Lender;

(C) no Term Loan may be assigned to a Non-Debt Fund Affiliate pursuant to this Section 9.04(d), if after giving effect to such assignment, Non-Debt Fund Affiliates in the aggregate would own in excess of 20% of the Term Loans of any Class then outstanding (determined as of the time of such purchase); and

(D) any purchases by a Non-Debt Fund Affiliate made through “dutch auctions” shall require that such Person (i) make a customary representation to all assigning Lenders that it does not possess material non-public information (or material information of the type that would not be public if the Borrower or any Parent was a publicly reporting company) with respect to the Borrower and its Subsidiaries that either (A) has not been disclosed to the Lenders generally (other than Lenders that have elected not to receive such information) or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect on, or otherwise be material to (a) a Lender’s decision to participate in any such “dutch auction” or (b) the market price of the Loans and (ii) clearly identify itself as a Non-Debt Fund Affiliate in any assignment and assumption agreement executed in connection with such purchases.

(ii) Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Section 2 of this Agreement), or (C) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

(iii) By its acquisition of Term Loans, a Non-Debt Fund Affiliate shall be deemed to have acknowledged and agreed that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower; each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have) from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (iii).

(e) Notwithstanding anything in Section 9.02 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders or any other requisite Class vote required by this Agreement have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, (A) all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding

110

for all purposes of calculating whether the Required Lenders (or requisite vote of any Class of Lenders) have taken any actions and (B) the aggregate amount of Term Loans held by Debt Fund Affiliates will be excluded to the extent in excess of 50% of the amount required to constitute “Required Lenders.”

(f) The Borrower shall maintain at its offices a copy of each Assignment and Assumption delivered to it by any Non-Debt Fund Affiliate (the “ Affiliated Lender Register ”). Each Non-Debt Fund Affiliate shall advise the Borrower and the Administrative Agent in writing of any proposed disposition of Term Loans by such Lender. Additionally, if any Lender becomes a Non-Debt Fund Affiliate at a time that such Lender holds any Term Loans, such Lender shall promptly advise the Borrower and the Administrative Agent that such Lender is a Non-Debt Fund Affiliate. Copies of the Affiliated Lender Register shall be provided to the Administrative Agent and the Non-Debt Fund Affiliate upon request. Notwithstanding the foregoing if at any time (if applicable, after giving effect to any proposed assignment to a Non-Debt Fund Affiliate), all Non-Debt Fund Affiliates own or would, in the aggregate own more than 20% of the principal amount of all any Class of Term Loans then outstanding (i) any proposed pending assignment to a Non-Debt Fund Affiliate that would cause such threshold to be exceeded shall not become effective or be recorded in the Affiliated Lender Register and (ii) if such threshold is exceeded solely as a result of a Lender becoming a Non-Debt Fund Affiliate after it has acquired Term Loans, such Non-Debt Fund Affiliate shall assign sufficient Term Loans of such Class so that Non-Debt Fund Affiliates in the aggregate own less than 20% of the aggregate principal amount of Term Loans of such Class then outstanding. The Administrative Agent may conclusively rely upon the Affiliated Lender Register in connection with any amendment or waiver hereunder and shall not have any responsibility for monitoring any acquisition or disposition of Term Loans by any Non-Debt Fund Affiliate or for any losses suffered by any Person as a result of any purported assignment to or from an Affiliated Lender.

SECTION 9.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall have independent significance and be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

111

SECTION 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of Holdings and the Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such federal court and (ii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.

(c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

SECTION 9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

112

SECTION 9.12 Confidentiality . Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its and its Affiliates and its and its Affiliates’ directors, officers, employees, legal counsel, independent auditors and other experts, professionals, advisors or agents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested or demanded by any Governmental Authority or self-regulatory authority having jurisdiction over it or any of its Affiliates; provided that the Administrative Agent or such Lender, as applicable, agrees that it will promptly notify the Borrower (other than at the request of a regulatory authority or any self-regulatory authority having or asserting jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or order of any court or administrative agency; provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority or any self-regulatory authority having or asserting jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to any rating agency when required by it on a customary basis and after consultation with the Borrower (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender), (i) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder, (j) for purposes of establishing a “due diligence” defense, (k) to the extent such Information is independently developed by such Person or its Affiliates so long as not based on Information obtained in a manner that would otherwise violate this Section 9.12 or (l) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower; provided that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section 9.12. For the purposes of this Section 9.12, the term “ Information ” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, the Arrangers, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by Holdings or the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from Holdings, the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

113

the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

SECTION 9.15 Release of Collateral .

(a) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to a Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of this Agreement, the security interest in such Collateral shall be automatically released.

(b) Upon the addition of a Succeeding Holdings and satisfaction by such Succeeding Holdings of the Collateral and Guarantee Requirement, the prior Holdings shall be automatically released from all of its obligations under the Security Documents.

SECTION 9.16 No Fiduciary Duty . In connection with all aspects of each transaction contemplated by this Agreement, the Borrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each transaction contemplated by this Agreement is an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (ii) in connection with each such transaction and the process leading thereto, the Administrative Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (iii) neither the Administrative Agent nor any Lender will assume an advisory or fiduciary responsibility in favor of the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised or is currently advising any Loan Party on other matters) and neither the Administrative Agent nor any Lender will have any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their affiliates, and (v) neither the Administrative Agent nor any Lender has provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and tax advisors to the extent it deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand. The Borrower agrees that the Loan Parties shall not assert any claims that any Loan Party may have against the Administrative Agent or any Lender based on any breach or alleged breach of fiduciary duty.

SECTION 9.17 Assumption by Concentra . Concentra shall not have any rights or obligations hereunder until the consummation of the Merger, whereupon, without any further action by Concentra, Concentra hereby irrevocably and unconditionally (i) assumes and agrees punctually to pay, perform and discharge when due all of the Obligations and each and every debt, covenant and agreement incurred, made or to be paid, performed or discharged by the Borrower under the Loan Documents, (ii) agrees to be bound by all the terms, provisions and conditions of the Loan Documents applicable to the Borrower and (iii) agrees that it will be responsible for and deemed to have made all of its representations and warranties set forth in the Loan Documents, whenever made or deemed to have been made (the “ Assumption ”). The Agents and the Lenders hereby consent to the Assumption and agree that no further written agreement shall be required in order to give effect to this Section 9.17.

SECTION 9.18 Material Non-Public Information .

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

114

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

115

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MJ ACQUISITION CORPORATION,
as the Initial Borrower


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


CONCENTRA INC., as Borrower


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


CONCENTRA HOLDINGS, INC., as Holdings


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Issuing Bank


By:	/s/ Dawn LeeLum
	Name:	Dawn LeeLum
	Title:	Executive Director


JPMORGAN CHASE BANK, N.A.,
as a Lender


By:	/s/ Dawn LeeLum
	Name:	Dawn LeeLum
	Title:	Executive Director


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By:	/s/ Michael Winters
	Name:	Michael Winters
	Title:	Vice President

S- 1

By:	/s/ Kirk L. Tashjian
	Name:	Kirk L. Tashjian
	Title:	Director


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender


By:	/s/ Kent Davis
	Name:	Kent Davis
	Title:	Managing Director


MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender


By:	/s/ Michael Manfred
	Name:	Michael Manfred
	Title:	Authorized Signatory

S- 2

Exhibit 10.4

EXECUTION VERSION

SECOND LIEN CREDIT AGREEMENT

consisting of a

$200,000,000
Term Loan Facility

dated as of

June 1, 2015,

by and among

CONCENTRA HOLDINGS, INC.,
as Holdings

MJ ACQUISITION CORPORATION,
as the Initial Borrower

CONCENTRA INC.,
as the Borrower

The Lenders Party Hereto from Time to Time

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and Collateral Agent

J.P. MORGAN SECURITIES LLC,
DEUTSCHE BANK SECURITIES INC. and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Co-Arranger and Joint Bookrunner

TABLE OF CONTENTS

		Page

ARTICLE I

Definitions

SECTION 1.01	Defined Terms	1
SECTION 1.02	Classification of Loans and Borrowings	34
SECTION 1.03	Terms Generally	34
SECTION 1.04	Accounting Terms; GAAP	35
SECTION 1.05	[Reserved]	35
SECTION 1.06	Available Amount Transactions	35
SECTION 1.07	Pro Forma Calculations	35

ARTICLE II

The Credits

SECTION 2.01	Commitments	37
SECTION 2.02	Loans and Borrowings	37
SECTION 2.03	Requests for Borrowings	37
SECTION 2.04	[Reserved]	38
SECTION 2.05	[Reserved]	38
SECTION 2.06	Funding of Borrowings	38
SECTION 2.07	Interest Elections	38
SECTION 2.08	Termination and Reduction of Commitments	39
SECTION 2.09	Repayment of Loans; Evidence of Debt	40
SECTION 2.10	[Reserved]	40
SECTION 2.11	Prepayment of Loans	40
SECTION 2.12	Fees	43
SECTION 2.13	Interest	43
SECTION 2.14	Alternate Rate of Interest; Illegality	44
SECTION 2.15	Increased Costs	45
SECTION 2.16	Break Funding Payments	45
SECTION 2.17	Taxes	46
SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	48
SECTION 2.19	Mitigation Obligations; Replacement of Lenders	49
SECTION 2.20	Incremental Term Loans	50
SECTION 2.21	Extended Term Loans	53

ARTICLE III

Representations and Warranties

SECTION 3.01	Organization; Power	54
SECTION 3.02	Authorization; Enforceability	54
SECTION 3.03	Governmental Approvals; No Conflicts	54
SECTION 3.04	Financial Condition; No Material Adverse Effect	55
SECTION 3.05	Properties	55
SECTION 3.06	Litigation and Environmental Matters	56
SECTION 3.07	Compliance with Laws and Agreements	56
SECTION 3.08	Investment Company Status	56
SECTION 3.09	Taxes	56
SECTION 3.10	ERISA	56

		Page

SECTION 3.11	Disclosure	56
SECTION 3.12	Subsidiaries	57
SECTION 3.13	Insurance	57
SECTION 3.14	Labor Matters	57
SECTION 3.15	Solvency	57
SECTION 3.16	Federal Reserve Regulations	57
SECTION 3.17	Reimbursement from Third Party Payors	57
SECTION 3.18	Fraud and Abuse	57
SECTION 3.19	Patriot Act, Etc.	58
SECTION 3.20	Security Documents	58
SECTION 3.21	Compliance with Healthcare Laws	59
SECTION 3.22	HIPAA Compliance	60

ARTICLE IV

Conditions

SECTION 4.01	Closing Date	60
SECTION 4.02	Each Credit Event	63

ARTICLE V

Affirmative Covenants

SECTION 5.01	Financial Statements and Other Information	63
SECTION 5.02	Notices of Material Events	65
SECTION 5.03	Information Regarding Collateral	66
SECTION 5.04	Existence; Conduct of Business	66
SECTION 5.05	Payment of Obligations	66
SECTION 5.06	Maintenance of Properties	66
SECTION 5.07	Insurance	67
SECTION 5.08	Casualty and Condemnation	67
SECTION 5.09	Books and Records; Inspection and Audit Rights	67
SECTION 5.10	Compliance with Laws	67
SECTION 5.11	Use of Proceeds	67
SECTION 5.12	Additional Subsidiaries; Succeeding Holdings	68
SECTION 5.13	Further Assurances	68
SECTION 5.14	Designation of Subsidiaries	68
SECTION 5.15	Maintenance of Ratings	69
SECTION 5.16	Quarterly Lender Calls	69
SECTION 5.17	ERISA Compliance	69
SECTION 5.18	Post-Closing Matters	69

ARTICLE VI

Negative Covenants

SECTION 6.01	Indebtedness; Certain Equity Securities	69
SECTION 6.02	Liens	72
SECTION 6.03	Fundamental Changes	73
SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	74
SECTION 6.05	Asset Sales	76
SECTION 6.06	Sale and Leaseback Transactions	78
SECTION 6.07	Swap Agreements	78
SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	78

		Page

SECTION 6.09	Transactions with Affiliates	80
SECTION 6.10	Restrictive Agreements	82
SECTION 6.11	Amendment of Material Documents	83
SECTION 6.12	[Reserved]	83
SECTION 6.13	Fiscal Year	83

ARTICLE VII

Events of Default

SECTION 7.01	Events of Default	83
SECTION 7.02	[Reserved]	85
SECTION 7.03	Exclusion of Immaterial Subsidiaries	85

ARTICLE VIII

The Agents

SECTION 8.01	The Agents	86

ARTICLE IX

Miscellaneous

SECTION 9.01	Notices	88
SECTION 9.02	Waivers; Amendments	88
SECTION 9.03	Expenses; Indemnity; Damage Waiver	91
SECTION 9.04	Successors and Assigns	92
SECTION 9.05	Survival	96
SECTION 9.06	Counterparts; Integration; Effectiveness	96
SECTION 9.07	Severability	97
SECTION 9.08	Right of Setoff	97
SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	97
SECTION 9.10	WAIVER OF JURY TRIAL	97
SECTION 9.11	Headings	98
SECTION 9.12	Confidentiality	98
SECTION 9.13	Interest Rate Limitation	98
SECTION 9.14	USA Patriot Act	99
SECTION 9.15	Release of Collateral	99
SECTION 9.16	No Fiduciary Duty	99
SECTION 9.17	Assumption by Concentra	99
SECTION 9.18	Material Non-Public Information	100
SECTION 9.19	Intercreditor Agreement	100

iii

SCHEDULES :

Schedule 1.01-A		Mortgaged Property
Schedule 1.01-B		Disqualified Institutions
Schedule 2.01		Commitments
Schedule 3.05		Real Property
Schedule 3.06		Litigation and Environmental Matters
Schedule 3.12		Subsidiaries
Schedule 3.13		Insurance
Schedule 4.01		Local Counsel Jurisdictions
Schedule 5.20		Post-Closing Matters
Schedule 6.01		Existing Indebtedness
Schedule 6.02		Existing Liens
Schedule 6.04		Existing Investments
Schedule 6.05		Asset Sales
Schedule 6.09		Existing Transactions with Affiliates
Schedule 6.10		Existing Restrictions

EXHIBITS :

Exhibit A		Form of Assignment and Assumption
Exhibit B		Form of Collateral Agreement
Exhibit C		Form of Perfection Certificate
Exhibit D		Form of Borrowing Request
Exhibit E		Form of Interest Election Request
Exhibit F		Form of Compliance Certificate
Exhibit G		Form of Solvency Certificate
Exhibit H		Form of Intercreditor Agreement
Exhibit I		Form of Pari Passu Intercreditor Agreement
Exhibit J		Form of Affiliated Lender Assignment and Assumption
Exhibits K-1 to K-4		Forms of U.S. Tax Compliance Certificates

SECOND LIEN CREDIT AGREEMENT dated as of June 1, 2015, by and among CONCENTRA HOLDINGS, INC., a Delaware corporation (“ Holdings ”), MJ ACQUISITION CORPORATION, a Delaware corporation, as the initial borrower (the “ Initial Borrower ”), CONCENTRA INC., a Delaware corporation (“ Concentra ” and, following the consummation of the Merger, the “ Borrower ”), the LENDERS party hereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

The Initial Borrower has requested that, substantially simultaneously with the consummation of the Target Acquisition and the Merger, the Lenders extend credit to the Initial Borrower in the form of Initial Term Loans on the Closing Date in an aggregate principal amount not to exceed $200,000,000.

The proceeds of the Initial Term Loans, together with (a) the proceeds of the Equity Contribution and (b) the proceeds of the borrowing of the First Lien Term Loans and any First Lien Revolving Loans borrowed on the Closing Date will be used by the Initial Borrower on the Closing Date, solely (i) to pay the consideration for the Target Acquisition and (ii) to pay the Transaction Expenses.

The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Acquired Indebtedness ” means, with respect to any specified Person,

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Acquisition Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Additional Credit Extension Amendment ” means an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) and any other applicable Loan Document providing for any Incremental Term Loans,, Replacement Term Loans or Extended Term Loans which shall be consistent with the applicable provisions of this Agreement relating to Incremental Term Loans, Replacement Term Loans or Extended Term Loans and otherwise satisfactory to the Administrative Agent.

“ Additional Lender ” means any Person that is not an existing Lender and has agreed to provide Incremental Commitments pursuant to Section 2.20.

“ Administrative Agent ” means Deutsche Bank AG New York Branch, in its capacity as administrative agent for the Lenders under the Loan Documents.

“ Administrative Agent Fee Letter ” means the Administrative Agent Fee Letter, dated as of [ ], 2015, by and among the Administrative Agent and the Initial Borrower.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliated Lender ” shall mean a Non-Debt Fund Affiliate or a Debt Fund Affiliate.

“ Affiliated Lender Assignment and Assumption ” shall have the meaning provided in Section 9.04(d).

“ Affiliated Lender Register ” shall have the meaning provided in Section 9.04(f).

“ Agents ” means the Administrative Agent, the Collateral Agent and the Arrangers.

“ Agreement ” means this Second Lien Credit Agreement, as the same may be renewed, extended, modified, supplemented, amended or amended and restated from time to time.

“ Applicable Rate ” means, for any day, with respect to the Initial Term Loans, a percentage per annum equal to (A) for ABR Loans, 7.00% and (B) for Eurodollar Loans, 8.00%.

Notwithstanding the foregoing, (a) the Applicable Rate in respect of any Class of Incremental Term Loans, any Class of Extended Term Loans or any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant Additional Credit Extension Amendment and (b) in the case of the Term Loans of any Class, the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.20.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b).

“ Arrangers ” means the Lead Arrangers and Morgan Stanley Senior Funding, Inc., in its capacity as a co-arranger and joint bookrunner under this Agreement.

“ Assumption ” has the meaning specified in Section 9.17.

“ Available Amount ” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) $28,750,000 plus 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from the first day of the Borrower’s fiscal quarter during which the Closing Date occurred to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of a Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the sum of (i) Qualified Proceeds (other than Permitted Investments) in an aggregate amount not to exceed $57,500,000 and (ii) Permitted Investments, in each case, received by the Borrower since the Closing Date as a contribution to its equity capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of the Borrower (other than Disqualified Stock and Cure Amount (as defined in the First Lien Credit Agreement)) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Borrower that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Borrower), plus

(f) Borrower Retained Prepayment Amounts, minus

(g) any amount of the Available Amount used to make Investments pursuant to Section 6.04(r) after the Closing Date and prior to such time, minus

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” means:

(a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board,

(b) with respect to a partnership, the board of directors of the general partner of the partnership,

(c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and

(d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” means (i) prior to the Merger, the Initial Borrower and (ii) and upon and at any time following the Merger, Concentra.

“ Borrower Retained Prepayment Amounts ” has the meaning specified in Section 2.11(g).

“ Borrowing ” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

by Holdings of Equity Interests (or capital contributions in respect thereof) after the Closing Date to the extent not Otherwise Applied, (ii) investments that constitute a portion of the purchase price of a Permitted Acquisition, (iii) expenditures that constitute a reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, to the extent permitted by Section 2.11(c), and (iv) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (x) used or surplus equipment traded in at the time of such purchase and (y) the proceeds of a concurrent sale of used or surplus equipment.

“ Capital Lease Obligations ” of any Person means, at the time the determination is to be made, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“ Change of Control ” means:

(d) a “change of control” (or similar event) shall occur under the First Lien Credit Agreement or any other instrument governing Material Indebtedness.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, or issued; provided , further , that a Lender shall be entitled to compensation with respect to any such adoption set forth in the first proviso to this sentence taking effect, making or issuance becoming effective after the date of the this Agreement only if it is the applicable Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements to the extent it is permitted to do so.

“ Charges ” has the meaning set forth in Section 9.13.

“ Class ”, means (i) when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Incremental Term Loans of any series, Extended Term Loans of any series or Replacement Term Loans of any series, (ii) when used in reference to any Commitment, refers to whether such Commitment is a an Initial Commitment or an Incremental Commitment relating to an additional Class of Loans and (iii) when used in reference to any Lender, refers to whether such Lender has Loans, Borrowings or Commitments of a particular Class.

“ CLO ” has the meaning assigned to such term in Section 9.04(b).

“ Closing Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived).

“ CMS ” means the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral Agent ” means Deutsche Bank AG New York Branch, in its capacity as collateral agent for the Secured Parties under this Agreement and any Security Document.

“ Collateral Agreement ” means the Second Lien Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit B .

“ Collateral and Guarantee Requirement ” means the requirement that:

(c) the Obligations and the Guarantee shall have been secured by a perfected second-priority security interest (subject to prior Liens to the extent permitted by Section 6.02) in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted Subsidiary directly owned by the Borrower or a Subsidiary Loan Party; provided that in the case of any Restricted Subsidiary that is a CFC or a CFC Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Equity Interests and 100% of any non-voting Equity Interests (it being understood, for the avoidance of doubt, that any Equity Interest treated as stock entitled to vote within the meaning of Treasury Regulations Section 1.956-2(c)(2) shall be treated as voting Equity Interests for purposes of this clause (c)),

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid second-priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 in amounts reasonably acceptable to the Collateral Agent (not to exceed 100% of the Fair Market Value of such Mortgaged Property in jurisdictions that impose mortgage recording taxes or 110% otherwise), together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and such surveys, appraisals, legal opinions and other documents as the Collateral Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property, and

shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction). Except as set forth in the next sentence, perfection by possession with respect to any item of Collateral shall not be required. Control agreements and perfection by control shall not be required with respect to Collateral requiring perfection through control agreements or perfection by “control” (as defined in the Uniform Commercial Code) (including deposit accounts or other bank accounts or securities accounts), other than in respect of certificated Equity Interests of the Borrower and wholly owned Restricted Subsidiaries that are Material Subsidiaries directly owned by the Loan Parties otherwise required to be pledged pursuant to the provisions of clause (c) of this definition of “Collateral and Guarantee Requirement” and not otherwise constituting an Excluded Asset.

It is understood and agreed that to the extent the First Lien Agent is satisfied with or agrees to any deliveries of possessory collateral, as limited by the preceding paragraph, in respect of Collateral, the Administrative Agent shall be deemed to be satisfied with such deliveries. So long as the Intercreditor Agreement is in effect, (A) a Loan Party may satisfy its obligations to deliver Collateral to the Administrative Agent by delivering such Collateral to (x) prior to the First Lien Termination Date, the Designated Senior Representative (as defined in the Intercreditor Agreement) or its agent, designee or bailee, and on or after the First Lien Termination Date, the Designated Second Priority Representative (as defined in the Intercreditor Agreement), in each case, in accordance with the terms of the Intercreditor Agreement and (B) if the First Lien Agent grants an extension of time pursuant to a provision in the First Lien Loan Documents that is substantially similar to the second preceding paragraph or exercises its discretion under the First Lien Loan Documents to determine that any Subsidiary of the Borrower shall be excluded from the requirements of the Collateral and Guarantee Requirement or that any property shall be an “Excluded Asset” (in each case as defined in the First Lien Credit Agreement), the Administrative Agent shall automatically be deemed to accept such determination hereunder and shall execute any documentation, if applicable, requested by the Borrower in connection therewith.

“ Commitment ” means, as to each Lender, its obligation to make Loans to the Borrower hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit F .

“ Concentra ” has the meaning set forth in the preamble to this Agreement.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus

or accrual of discounted liabilities, (vi) any non-recurring out-of-pocket expenses or charges for the period (including, without limitation, any premiums, make-whole or penalty payments) relating to any offering of Equity Interests by the Holdings, the Borrower or any other direct or indirect parent company of the Borrower or merger, recapitalization or acquisition transactions made by the Borrower or any of its Restricted Subsidiaries, or any Indebtedness incurred or repaid by the Borrower or any of its Restricted Subsidiaries (in each case, whether or not successful), (vii) any Transaction Expenses made or incurred by the Borrower and its subsidiaries in connection with the Transactions that are paid or accrued within 180 days of the consummation of the Transactions (including retention payments paid as an incentive to retained employees in connection with the Transactions), (viii) other cash expenses incurred during such period in connection with a Permitted Acquisition to the extent that such expenses are reimbursed in cash during such period pursuant to indemnification provisions of any agreement relating to such transaction, (ix) fees paid by the Borrower or any of its Restricted Subsidiaries to any Permitted Holders and/or any of their Affiliates under Section 6.09(h), (x) any non-cash costs or expenses, incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, (xi) Consolidated Net Income attributable to non-controlling interests of a Restricted Subsidiary (less the amount of any mandatory cash distribution with respect to any non-controlling interest other than in connection with a proportionate discretionary cash distribution with respect to the interest held by the Borrower or any Restricted Subsidiary), (xii) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with any acquisitions, (xiii) the amount of extraordinary, unusual or non-recurring charges or any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives and operating expense reductions, restructuring and similar charges, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), (xiv) (A) pro forma “run rate” cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 12 months after the Closing Date, subject to an aggregate cap of $36,000,000 of such cost savings, operating expense reductions and synergies in any Test Period that ends within two years after the Closing Date, and (B) pro forma “run rate” cost savings, operating expense reductions and synergies (including post-acquisition price or administration fee increases) related to acquisitions, dispositions and other specified transactions following the Closing Date, restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative, (xv) any reduction in Consolidated Net Income for such period attributable to facilities open and operating for a period of 18 months or less as of the end of the relevant test period, (xvi) any net unrealized gain or loss (after any offset) resulting from currency transaction or translation gains or losses and any net gains or losses related to currency remeasurements of Indebtedness (including intercompany indebtedness and foreign currency hedges for currency exchange risk) and (xvii) cash expenses incurred during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by insurance during such period, minus

(c) (without duplication) plus unrealized losses and minus unrealized gains in each case in respect of Swap Agreements, as determined in accordance with GAAP.

$34,004,000, respectively. For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07 with respect to events occurring following the Closing Date.

“ Consolidated First Lien Net Indebtedness ” means, as of any date of determination, (a) the principal amount of Indebtedness described in clause (a) of the definition of “Consolidated Total Net Indebtedness” outstanding on such date that is secured by a Lien on any assets of the Loan Parties but excluding the Loans and any Indebtedness that is secured by Liens expressly ranking pari passu or junior to the Liens securing the Obligations minus (b) the aggregate amount of unrestricted cash and Permitted Investments, in each case, included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of such date.

“ Consolidated Net Income ” means, for any period, the net income or loss of the Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided that there shall be excluded from Consolidated Net Income (a) the net income of any Person that is not a Restricted Subsidiary of the Borrower or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent subsequently converted into cash) or Permitted Investments to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein (and if such net income is a loss, it will be included only to the extent that such loss has been funded with cash by the Borrower or a Restricted Subsidiary of the Borrower), (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) any gains or losses (less all fees, expenses and charges relating thereto) attributable to any sale of assets outside the ordinary course of business, the disposition of any Equity Interests of any Person or any of its Restricted Subsidiaries, or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, other than in the ordinary course of business, (d) any extraordinary, unusual or non-recurring gain or loss, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain or loss for such period, (e) income or losses attributable to discontinued operations (including, without limitation, operations disposed during such period whether or not such operations were classified as discontinued), (f) any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of Accounting Standards Codification (“ ASC ”) Topic 350 or ASC Topic 360, and (iii) relating to the amortization of intangibles resulting from the application of ASC Topic 805, (g) all non-cash charges relating to employee benefit or other management or stock compensation plans of the Borrower or a Restricted Subsidiary (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) to the extent that such non-cash charges are deducted in computing Consolidated Net Income; provided , that if the Borrower or any Restricted Subsidiary of the Borrower makes a cash payment in respect of such non-cash charge in any period, such cash payment will (without duplication) be deducted from the Consolidated Net Income of the Borrower for such period, (h) all unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of ASC Topic 830 and (i) any unrealized foreign currency translation gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person. Notwithstanding the foregoing, for purposes of calculating the “Available Amount”, Consolidated Net Income of any Restricted Subsidiary of the Borrower will be excluded to the extent that the declaration or payment of dividends or other distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted by a Requirement of Law (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Permitted Investments to (or to the extent subsequently converted into cash or Permitted Investments by) the Borrower or a Restricted Subsidiary (subject to provisions of this clause (b)) during such period, to the extent not previously included therein.

“ Contract Consideration ” has the meaning set forth in the clause (k) of the definition of “Excess Cash Flow.”

“ Declined Proceeds ” has the meaning specified in Section 2.11(g).

“ Default ” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Disqualified Institutions ” means (a) the Persons identified in Schedule 1.01-B , (b) any Competitors of the Borrower and their Subsidiaries (other than bona fide fixed income investors or debt funds) that (i) are listed on Schedule 1.01-B and (ii) on or after the Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time in the form of an update to such Schedule, (c) Affiliates of such Persons set forth in clauses (a) and (b) above (in the case of Affiliates of such Persons set forth in clause (b) above other than bona fide fixed income investors or debt funds) that (i)(A) are listed on Schedule 1.01-B and (B) on or after the Closing Date, have been specified in writing by the Borrower to the Administrative Agent from time to time in the form of an update to such Schedule or (ii) are clearly identifiable as an Affiliate of such Persons on the basis of such Affiliate’s name and (d) Excluded Parties; provided , that, until the disclosure of the identity of a Disqualified Institution or Affiliate of a Disqualified Institution to the Lenders generally by the Administrative Agent, such Person shall not constitute a Disqualified Institution; provided , further that, to the extent Persons are identified as Disqualified Institutions in writing by the Borrower to the Administrative Agent after the Closing Date pursuant to clauses (b)(ii) or (c)(i)(B), the inclusion of such Persons as Disqualified Institutions shall not retroactively apply to prior assignments

or participations in respect of any Loan under this Agreement. Updates to Schedule 1.01-B shall become effective one (1) Business Day after being posted to the Lenders. The Administrative Agent shall not be responsible for monitoring the list of Disqualified Institutions. Notwithstanding the foregoing, the Borrower, by written notice to the Administrative Agent, may from time to time in its sole discretion remove any entity from Schedule 1.01-B (or otherwise modify such list to exclude any particular entity), and such entity removed or excluded from Schedule 1.01-B shall no longer be a Disqualified Institution for any purpose under this Agreement or any other Loan Document.

“ Disqualified Stock ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Preferred Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under treasury services agreements or obligations under secured hedge agreements not then due and payable) that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Preferred Stock and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under treasury services agreements or obligations under secured hedge agreements not then due and payable) that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided , that if such Equity Interests are issued pursuant to a plan for the benefit of future, current or former employees, directors, officers, members of management or consultants of Holdings (or a Parent), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, directors, officers, members of management or consultants, such Equity Interests shall not constitute Disqualified Stock solely because they may be permitted to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination of employment or service, as applicable, death or disability.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ ECF Percentage ” means 50%; provided that the ECF Percentage with respect to Excess Cash Flow for any year shall instead be (x) 25% in the event that the Secured Net Leverage Ratio on the last day of such year is less than or equal to 4.25 to 1.0 and greater than 3.75 to 1.0 and (y) 0% in the event that the Secured Net Leverage Ratio on the last day of such year is less than 3.75 to 1.0.

“ Environment ” means ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata & natural resources such as wetlands, flora and fauna.

Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Contribution ” means, collectively, (a) the direct or indirect contribution on the Closing Date by the Permitted Investors to the Borrower of an aggregate amount of cash equity (which, in respect of any equity of the Borrower other than common equity, shall be on terms reasonably acceptable to the Arrangers) that represents not less than 30% of the sum of (1) the aggregate gross proceeds of Initial Term Loans, excluding the aggregate gross proceeds of any increase in the Initial Term Loans to fund OID or upfront fees pursuant to the “flex” provisions of the Fee Letter, (2) the aggregate principal amount of the First Lien Term Loans and, to the extent funding a Permitted Initial Revolving Loan Borrowing Purpose (as defined in the First Lien Credit Agreement), any First Lien Revolving Loans borrowed on the Closing Date and (3) the amount of such cash equity contributed, in each case on the Closing Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Excess Cash Flow ” means, for any fiscal year of the Borrower, commencing with and including the fiscal year ending on December 31, 2016, the sum (without duplication) of:

(a) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events, plus

(b) depreciation, amortization and other non-cash charges or losses (including deferred income taxes) deducted in determining such Consolidated Net Income for such fiscal year, plus

(c) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of reclassification of items from short-term to long-term), minus

(f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the Borrower and its Restricted Subsidiaries during such fiscal year, excluding (i) Indebtedness in respect of any revolving credit facility (unless there is a corresponding reduction in the aggregate commitments thereunder), (ii) Initial Term Loans prepaid pursuant to Section 2.11(a), (c) or (d) and the Tranche B Term Loans (as defined in the First Lien Credit Agreement) prepaid pursuant to Section 2.11(a), (c) or (d) of the First Lien Credit Agreement, and (iii) repayments or prepayments of Long-Term Indebtedness financed by the incurrence of other Long-Term Indebtedness by a Parent or any Loan Party or the issuance of Equity Interests (or capital contributions in respect thereof) after the Closing Date, minus

(g) the amount of Restricted Payments made by a Loan Party in such fiscal year pursuant to clause (iii) of Section 6.08(a), minus

(h) cash Taxes paid in such fiscal year that did not reduce Consolidated Net Income for such fiscal year, minus

(i) cash payments made during such fiscal year in respect of non-cash charges that increased Excess Cash Flow in any prior fiscal year, minus

“ Excluded Assets ” has the meaning assigned to such term in the Collateral Agreement.

“ Excluded Domestic Subsidiary ” means any Domestic Subsidiary that is (i) a Subsidiary of a Subsidiary of the Borrower that is a CFC or (ii) a CFC Holdco.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) (including any backup withholding with respect thereto) and franchise Taxes imposed on it (in lieu of net income Taxes), in each case as a result of (i) such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office, located in the jurisdiction imposing such Tax, or (ii) any other present or former connection between such Person and the jurisdiction imposing such Tax (other than a connection arising by such Person having executed, delivered, become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document ), (b) any branch profits Taxes, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender , any U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest in the corresponding Commitment, the Term Loan) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Commitment (or, to the extent a Lender acquires an interest in a Term Loan without acquiring an interest in the corresponding Commitment, the Term Loan) (in each case other than pursuant to an assignment request by the Borrower under Section 2.19(b)), or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (d) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(e), and (e) any withholding Taxes imposed under FATCA.

“ Existing Term Loan Class ” has the meaning set forth in Section 2.21(a).

“ Extended Term Loans ” has the meaning set forth in Section 2.21(a).

“ Extending Term Lender ” has the meaning set forth in Section 2.21(c).

“ Extension Election ” has the meaning set forth in Section 2.21(c).

“ Extension Request ” has the meaning set forth in Section 2.21(a).

“ Facility ” means a given Class of Term Loans.

“ FCPA ” means the United States Foreign Corrupt Practices Act of 1977, as amended.

“ Fee Letter ” means the Amended and Restated Fee Letter, dated as of April 8, 2015, by and among the Arrangers, the Initial Borrower and the other parties thereto.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower, in each case in his or her capacity as such.

“ First Lien Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent for the Lenders under the First Lien Loan Documents.

“ First Lien Credit Agreement ” means the First Lien Credit Agreement dated as of the Closing Date, among Holdings, the Initial Borrower, the Borrower, the lenders from time to time party thereto and the First Lien Agent, as administrative agent and collateral agent and the other agents party thereto, as the same may be renewed, extended, modified, supplemented, amended or amended and restated from time to time.

“ First Lien Loan Documents ” means the First Lien Credit Agreement, the Intercreditor Agreement and the other “Loan Documents” (as defined in the First Lien Credit Agreement).

“ First Lien Obligations ” means the “Senior Obligations” as defined in the Intercreditor Agreement.

“ First Lien Revolving Commitments ” means the “Revolving Commitments” as such term is defined in the First Lien Credit Agreement.

“ First Lien Revolving Loans ” means the “Revolving Loans” as such term is defined in the First Lien Credit Agreement.

“ First Lien Term Loans ” means the “Term Loans” as defined in the First Lien Credit Agreement.

“ First Lien Termination Date ” means the date on which the Discharge of Senior Obligations (as such term is defined in the Intercreditor Agreement) has occurred.

“ Foreign Casualty Event ” has the meaning specified in Section 2.11(h).

“ Foreign Disposition ” has the meaning specified in Section 2.11(h).

“ Foreign Lender ” means any Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Free and Clear Usage Amount ” means, at any time, the sum of the aggregate principal amount of (i) Incremental Term Loans that have been established prior to such time in reliance on Section 2.20(d)(iii)(B) and (ii) Permitted Debt incurred in reliance on Section 6.01(xvi)(b), in each case, prior to such time.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee.

“ HIPAA Compliance Date ” has the meaning set forth in Section 5.15.

“ Holdings ” means (A) Concentra Holdings, Inc., a Delaware corporation, or (B) any other entity (such entity, a “ Succeeding Holdings ”) that becomes the immediate parent of the Borrower.

“ Impacted Interest Period ” has the meaning set forth in the definition of “LIBO Rate.”

“ Incremental Commitments ” has the meaning set forth in Section 2.20(a).

“ Incremental Facility Closing Date ” has the meaning set forth in Section 2.20(b).

“ Incremental Lender ” has the meaning set forth in Section 2.20(c).

“ Incremental Loan Request ” has the meaning set forth in Section 2.20(a).

“ Incremental Term Loan ” has the meaning set forth in Section 2.20(b).

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning set forth in Section 9.03(b).

“ Information ” has the meaning set forth in Section 9.12.

“ Information Memorandum ” means the Confidential Information Memorandum dated April 23, 2015, relating to Holdings, the Borrower and the Transactions.

“ Initial Borrower ” has the meaning set forth in the preamble to this Agreement.

“ Initial Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make an Initial Term Loan hereunder on the Closing Date, expressed as an amount representing the maximum principal amount of the Initial Term Loan to be made by such Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement.

“ Initial Maturity Date ” means June 1, 2023.

“ Initial Term Loan ” means a Loan made pursuant to clause (a) of Section 2.01.

“ Intellectual Property Security Agreement ” has the meaning assigned to such term in the Collateral Agreement.

“ Intercreditor Agreement ” means the Intercreditor Agreement dated the Closing Date, substantially in the form of Exhibit H , by and between the Administrative Agent, the First Lien Agent and each additional representative party thereto from time to time.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Investments ” has the meaning set forth in Section 6.04.

“ IRS ” means the United States Internal Revenue Service.

“ Junior Lien Intercreditor Agreement ” means an agreement that is at least as favorable to the Secured Parties as the Intercreditor Agreement would be if the Obligations constituted “Senior Obligations” under and as defined in the Intercreditor Agreement, with such changes as may be mutually agreed by the Borrower and the Administrative Agent.

“ Latest Maturity Date ” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any Loan hereunder at such time, including the latest maturity date of any Extended Term Loan or any Incremental Term Loans, in each case as extended in accordance with this Agreement from time to time.

“ LCT Election ” has the meaning set forth in Section 1.07(f).

“ LCT Test Date ” has the meaning set forth in Section 1.07(f).

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “ LIBO Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided , further , that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing, if the LIBO Rate as determined above for the Initial Term Loans for any Interest Period would be less than 1.00%, then the LIBO Rate for the Initial Term Loans for such Interest Period shall instead be 1.00%.

“ LIBO Screen Rate ” has the meaning provided in the definition of “LIBO Rate.”

“ Licensed Personnel ” has the meaning set forth in Section 3.21.

“ Loan Document Obligations ” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Borrower to any of the Secured Parties under this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and each other Loan Document, and (c) the due and punctual payment and performance in full of all the obligations of each other Loan Party under or pursuant to the Collateral Agreement and each other Loan Document. Notwithstanding the foregoing, the term “Loan Document Obligations” shall not include any amounts described above in respect of any Commitment or Loan that is subordinated in right of payment or security to any other Commitment or Loan.

(vii) Uniform Commercial Code filings, flood determinations and any other documents prepared in connection with the other Loan Documents, if any, and (viii) any other amendment or joinder to this Agreement.

“ Loan Parties ” means Holdings, the Borrower, the Subsidiary Loan Parties and each Permitted Joint Venture Loan Party.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement or an Additional Credit Extension Amendment.

“ Long-Term Indebtedness ” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability (excluding extensions of credit under any revolving credit or similar facility).

“ Material Indebtedness ” means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $23,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Real Property ” means a real property with a gross book value of at least $5,000,000, as reasonably determined by the Borrower in good faith.

“ Maturity Date ” means (i) with respect to the Initial Term Loans, the Initial Maturity Date, (ii) with respect to any Incremental Term Loans, the final maturity date as specified in the applicable Additional Credit Extension Amendment and (iii) with respect to any Class of Extended Term Loans, the final maturity date as specified in the applicable Additional Credit Extension Amendment with respect thereto accepted by the respective Lender or Lenders;

provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“ Maximum Rate ” has the meaning set forth in Section 9.13.

“ Medicare and Medicaid Programs ” means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.

“ Merger ” has the meaning set forth in the preamble to this Agreement.

“ Merger Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans and other Indebtedness secured by Liens ranking pari passu or junior to the Liens securing the Obligations) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided that no net proceeds calculated in accordance with the foregoing of less than $2,875,000 realized in a single transaction or series of related transactions shall constitute Net Proceeds.

“ Non-Consenting Lender ” has the meaning set forth in Section 9.02(b).

“ Non-Debt Fund Affiliate ” shall mean any Affiliate of Holdings (other than Holdings, the Borrower or any Subsidiary of the Borrower) that is not a Debt Fund Affiliate.

“ Non-Loan Party ” means any Restricted Subsidiary of the Borrower that is not a Loan Party.

“ NPI ” has the meaning set forth in Section 3.21(b).

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ OID ” means original issue discount.

“ Other Taxes ” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery, enforcement, registration, filing or recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Pari Passu Intercreditor Agreement ” means an agreement substantially in the form of Exhibit I hereto with such changes as may be mutually agreed between the Borrower and the Administrative Agent.

“ Participant ” has the meaning set forth in Section 9.04(c).

“ Participant Register ” has the meaning set forth in Section 9.04(c).

“ Patriot Act ” has the meaning set forth in Section 9.14.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Perfection Certificate ” means a certificate in the form of Exhibit C or any other form approved by the Collateral Agent.

Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such Person or any of its property or operations is subject.

“ Permitted Debt ” means Indebtedness (including Acquired Indebtedness) incurred or assumed by the Borrower and any Restricted Subsidiary in the form of loans or debt securities; provided that, except in the case of Refinancing Debt Securities, to the extent such Indebtedness is in the form of senior term loans secured by Liens ranking pari passu with the Liens securing the Obligations, the provisions of Section 2.20(e)(iii) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Initial Term Loans); provided , further that (A) except in the case of Refinancing Debt Securities, immediately after the incurrence or assumption of such Indebtedness and the use of proceeds thereof, no Event of Default shall be continuing or result therefrom (but if the primary purpose of incurring any Permitted Debt is to finance a Limited Condition Transaction, such Event of Default shall be limited to an Event of Default under Section 7.01(a), (b), (h) or (i)), (B) to the extent such Indebtedness is in the form of loans (other than loans secured by Liens ranking prior to the Liens securing the Obligations), the provisions of Section 2.20(e)(i)(B) and Section 2.20(e)(i)(C) shall apply to any such Indebtedness as if such Indebtedness were a Class of Incremental Term Loans, (C) to the extent such Indebtedness is in the form of bonds, such Indebtedness does not mature or have scheduled amortization or payments of principal (other than customary “AHYDO catch up payments”, customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the Initial Maturity Date at the time such Indebtedness is issued, (D) such Indebtedness shall not be secured by any assets of the Loan Parties other than Collateral and, if secured by the Collateral shall either be secured by Liens ranking prior to the Liens securing the Obligations pursuant to the Intercreditor Agreement, pari passu with the Liens securing the Obligations pursuant to a Pari Passu Intercreditor Agreement with the Collateral Agent or by Liens ranking junior to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement, (E) the covenants, events of default and prepayment events applicable to such other Indebtedness shall be substantially similar to, or no more favorable (taken as a whole), than the terms of this Agreement, in each case as reasonably determined by the Borrower (except for restrictions that apply only after the Latest Maturity Date) and (F) Non-Loan Parties may not incur Indebtedness pursuant to this definition if, after giving Pro Forma Effect to such incurrence, the aggregate amount of Indebtedness of Non-Loan Parties incurred pursuant to this paragraph then outstanding, together with any Indebtedness incurred by Non-Loan Parties pursuant to clause (vii) of Section 6.01, would exceed the greater of $28,750,000 and 2.875% of Total Assets, in each case determined at the such time of incurrence.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.05,

such Liens or that are being contested in good faith and by appropriate actions, in each case if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under paragraph (j) of Section 7.01,

(g) landlords’ and lessors’ and other like Liens in respect of rent not in default,

(h) any Liens shown on the title insurance policies in favor of the Collateral Agent insuring the Liens of the Mortgages,

(i) leases or subleases which are subordinate to the Lien of any Mortgage, and

(j) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Investments ” means:

(a) United States dollars or, in the case of any Restricted Subsidiary which is not a Domestic Subsidiary, any other currencies held from time to time in the ordinary course of business,

“ Permitted Investors ” means Welsh Carson, Anderson & Stowe XII, L.P., Select Medical Corporation and any successors in interest thereto.

“ Permitted Liens ” has the meaning set forth in Section 6.02.

or (b) all scheduled payments on or in respect of such Permitted Refinancing (other than interest payments) shall be at least 91 days following the final scheduled maturity of the Loans,

(e) such Indebtedness is not secured by any assets other than the assets that secured the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and if the Liens securing such Indebtedness were subject to a Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement with the Collateral Agent, the Liens securing such new Indebtedness shall be subject to a Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, with the Collateral Agent on terms not less favorable to the Secured Parties than the terms of such existing Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Prepayment Event ” means:

(c) the incurrence by Holdings, the Borrower or any Restricted Subsidiary of (x) any Refinancing Indebtedness or (y) any Indebtedness not permitted under Section 6.01.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by Deutsche Bank AG New York Branch as its prime rate in effect for dollars at its principal office in New York City, each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Proposed Change ” has the meaning set forth in Section 9.02(b).

“ Qualified Counterparty ” means any Person which is a party to a Swap Agreement permitted by Section 6.07 or a Cash Management Agreement with the Borrower or any Restricted Subsidiary and that is or was a Lender, an Agent, an Arranger or an Affiliate of a Lender, an Agent or an Arranger on the Closing Date or at the time it enters into such Swap Agreement or Cash Management Agreement, as applicable, in its capacity as a party thereto.

“ Qualified Proceeds ” means any of the following or any combination of the following:

(a) Investments permitted under Section 6.04,

(b) the Fair Market Value of assets that are used or useful in a Permitted Business, and

“ Refinancing Indebtedness ” means (i) any Refinancing Term Loans and (ii) any Refinancing Debt Securities.

“ Register ” has the meaning set forth in Section 9.04(b).

“ Rejection Notice ” has the meaning specified in Section 2.11(g).

“ Replacement Term Loans ” has the meaning assigned to such term in Section 9.02(c).

“ Required Lenders ” means, at any time, Lenders holding more than 50% of the aggregate outstanding Term Loans and unused Commitments at such time .

“ Restricted Subsidiary ” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“ S&P ” means Standard & Poor’s Ratings Group, Inc.

“ SEC ” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“ Secured Hedge Agreement ” means any Swap Agreement permitted by Section 6.07 that is entered into by and between the Borrower or any Restricted Subsidiary and any Qualified Counterparty. Notwithstanding the foregoing, any such Swap Agreement shall not constitute a “Secured Hedge Agreement” hereunder if the obligations thereunder are First Lien Obligations.

“ Secured Parties ” means (a) the Lenders, (b) the Collateral Agent, (c) the Administrative Agent, (d) each Qualified Counterparty and (e) the successors and assigns of each of the foregoing.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

the Target Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such representations and warranties.

“ Specified Indebtedness ” has the meaning set forth in Section 6.08(b).

“ Specified Transactions ” means (a) the Transactions, any acquisition (including a Permitted Acquisition), any Material Disposition, any sale, transfer or other disposition that results in a Person ceasing to be a Restricted Subsidiary, any involuntary disposition, any Investment that results in a Person becoming a Restricted Subsidiary, in each case, whether by merger, consolidation or otherwise, any incurrence or repayment of Indebtedness, any Restricted Payment, any designation of a Restricted Subsidiary as an Unrestricted Subsidiary and any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or (b) any other event that by the terms of the Loan Documents requires such test or covenant to be calculated on a Pro Forma Basis.

“ Subordinated Indebtedness ” means Indebtedness of Holdings, the Borrower or any Subsidiary that is subordinated in right of payment to the Obligations expressly by its terms.

“ Subsequent Transaction ” has the meaning set forth in Section 1.07(f).

“ Subsidiary ” means any subsidiary of the Borrower, other than any Permitted Joint Venture that is not a Permitted Joint Venture Loan Party.

“ Subsidiary Loan Party ” means any Domestic Subsidiary (other than an Excluded Subsidiary or any Consolidated Practice).

“ Succeeding Holdings ” has the meaning set forth in the definition of “Holdings.”

“ Target Acquisition ” has the meaning set forth in the preamble to this Agreement.

“ Term Lender ” means, at any time, any Lender that has a Term Loan at such time.

“ Term Loans ” means the Initial Term Loans, the Incremental Term Loans of each series, the Replacement Term Loan and the Extended Term Loans of each series, collectively, or as the context may require.

“ Test Period ” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended as of such date of determination.

“ Transactions ” means, collectively, (a) the Target Acquisition and other related transactions contemplated by the Acquisition Agreement, (b) the Merger and other related transactions contemplated by the Merger Agreement, (c) the Equity Contribution, (d) the borrowing of the First Lien Term Loans and any First Lien Revolving Loans on the Closing Date, (e) the funding of the Initial Term Loans borrowed on the Closing Date and the execution

and delivery of Loan Documents to be entered into on the Closing Date and (f) the payment of Transaction Expenses.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 2.17(e)(ii)(B)(3).

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in ERISA.

SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g ., an “Initial Term Loan”) or by Type ( e.g ., a “Eurodollar Loan”) or by Class and Type ( e.g ., a “Eurodollar Term Loan”).

SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements, amendment and restatements or modifications set forth herein), (b) any

reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.05 [Reserved] .

SECTION 1.07 Pro Forma Calculations .

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.07; provided , that notwithstanding anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, when calculating any such ratio or test, cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided , further , that when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of such applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower).

any increase or decrease in Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such financial ratio or test (or Total Assets) shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.07.

(e) [Reserved]

(f) As relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of:

(i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or

(ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets),

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “ LCT Election ”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “ LCT Test Date ”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to

have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “ Subsequent Transaction ”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

ARTICLE II

The Credits

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make an Initial Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Initial Commitment. The Borrower shall designate in the relevant Borrowing Request whether each Borrowing will be maintained as a Eurodollar Loan or an ABR Loan and, if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings .

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time. There shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Initial Maturity Date.

SECTION 2.03 Requests for Borrowings . To request an Initial Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each

such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of such Borrowing,

(ii) the date of such Borrowing, which shall be a Business Day,

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing,

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

SECTION 2.04 [Reserved] .

SECTION 2.05 [Reserved] .

SECTION 2.06 Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request.

SECTION 2.07 Interest Elections .

(a) Each Initial Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different options with respect

to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day,

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, and

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

SECTION 2.08 Termination and Reduction of Commitments .

(a) Unless previously terminated, the Initial Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000.

SECTION 2.09 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Initial Term Loan of such Lender on the Initial Maturity Date.

SECTION 2.10 [Reserved] .

SECTION 2.11 Prepayment of Loans .

(b) In the event that, on or prior to the second anniversary of the Closing Date, the Borrower prepays any Term Loans pursuant to Section 2.11(a) or 2.11(c) (solely as such prepayment relates to clause (c) of the definition of “Prepayment Event”), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Initial Term Lenders, a premium of (i) 2.00% of the aggregate principal amount of the Initial Term Loans so prepaid prior to the first anniversary of the Closing Date and (ii) 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid on or after the first anniversary of the Closing Date, but on or prior to the second anniversary of the Closing Date. All such amounts shall be due and payable on the date of the relevant prepayment pursuant to Sections 2.11(a) or 2.11(c) (solely as such prepayment relates to clause (c) of the definition of “Prepayment Event”). For the avoidance of doubt, no prepayment premium shall be payable under this

Section 2.11(b) in connection with any prepayment of Initial Term Loans after the second anniversary of the Closing Date.

(c) Subject to clause (j) of this Section 2.11, in the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such Restricted Subsidiary (and in any event not later than the fifth Business Day after such Net Proceeds are received), prepay Term Loan Borrowings in an amount equal to 100% of such Net Proceeds; provided that to the extent required by the terms of any Permitted Debt that is secured by the Collateral on a pari passu basis with the Obligations, the Borrower may, in lieu of prepaying Term Loans with such portion of the Net Proceeds of any prepayment event described in clause (a) or clause (b) of the definition of “Prepayment Event”, apply a portion of such Net Proceeds (based on the respective principal amounts at such time of (A) such Permitted Debt and (B) the Term Loans) to repurchase or redeem such Permitted Debt; provided further that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire or replace real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and the Restricted Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, except to the extent of any such Net Proceeds therefrom that have not been so applied or contractually committed in writing by the end of such 365-day period (and, if so contractually committed in writing but not applied prior to the end of such 365-day period, applied within 180 days of the end of such period), promptly after which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.

(d) Subject to clause (j) of this Section 2.11, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2016, the Borrower shall prepay Term Loan Borrowings in an amount equal to the excess of (A) the ECF Percentage of Excess Cash Flow for such year over (B) the sum of (x) (i) the First Lien Term Loans prepaid pursuant to Section 2.11(a) of the First Lien Credit Agreement, (ii) the principal amount of Term Loans prepaid pursuant to Section 2.11(a) and (iii) the amount expended to prepay Term Loans pursuant to Section 2.11(i), in each case, during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, (y) the amount expended to prepay Permitted Debt that is secured on a pari passu basis with the Obligations during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, and (z) the amount of loans under revolving commitments secured by Liens ranking prior to the Liens securing the Obligations that are repaid during such year or, at the option of the Borrower, and without duplication of amounts included in this clause (B) for any other year, following the last day of such year and prior to the date of such prepayment, in the case of this clause (z), to the extent accompanied by a reduction in the related commitment and, in the case of each of the foregoing clauses (x), (y) and (z), other than any repayment in connection with a refinancing.

Class to be prepaid and shall specify such determination in the notice of such prepayment pursuant to paragraph (f) of this Section 2.11.

(f) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid, the Class of Loans to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that if a notice of prepayment is given under this Section 2.11, such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control and such notice of prepayment may be revoked if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans of each applicable Lender included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 but shall in no event include premium or penalty.

(g) Each Term Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “ Declined Proceeds ”) of Term Loans required to be made pursuant to clauses (c) and (d) of this Section 2.11 (except in respect of mandatory prepayments made with Net Proceeds from any event described in clause (c) of the definition of the term “Prepayment Event”,) by providing written notice (each, a “ Rejection Notice ”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender of Term Loans fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of its Term Loans. Any Declined Proceeds shall be offered to the Lenders of Term Loans not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of each such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders of its Term Loans elect to decline their pro rata shares of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower (such remaining Declined Proceeds, excluding any such Declined Proceeds applied to the prepayment of Specified Indebtedness under Section 6.08(b)(vii), the “ Borrower Retained Prepayment Amounts ”).

Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary.

(i) In addition to any prepayment of Term Loans pursuant to Section 2.11(a), Holdings, the Borrower or any Subsidiary of the Borrower may at any time prepay Term Loans of any Class of any Lender at such price or prices as may be mutually agreed by Holdings, the Borrower or such Subsidiary, on the one hand, and such Lender, on the other hand (which, for avoidance of doubt, may be a prepayment at a discount to par), pursuant to individually negotiated transactions or offers to prepay that are open to Lenders of Term Loans of any Class(es) selected by Holdings, the Borrower or such Subsidiary so long as (x) immediately after giving effect to any such prepayment pursuant to this Section 2.11(i), no Event of Default has occurred and is continuing and (y) Holdings, the Borrower or such Subsidiary, as applicable, and each Lender whose Term Loans are to be prepaid pursuant to this Section 2.11(i) execute and deliver to the Administrative Agent an instrument identifying the amount of Term Loans of each Class of each such Lender to be so prepaid, the date of such prepayment and the prepayment price therefor.

(j) Notwithstanding anything in this Section 2.11 to the contrary, the Borrower shall not be required to make any mandatory prepayment pursuant to this Section 2.11 from any amount that is applied to any mandatory prepayment of Indebtedness secured by Liens ranking prior to the Liens securing the Obligations (in the case of revolving Indebtedness, to the extent such prepayment is accompanied by a corresponding permanent reduction in the related revolving commitments).

SECTION 2.12 Fees .

(a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent in the Administrative Agent Fee Letter.

(b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.13 Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.13.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

SECTION 2.14 Alternate Rate of Interest; Illegality .

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

SECTION 2.15 Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate),

(ii) subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified under Section 2.17, or (B) Excluded Taxes) on its loans or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or

(iii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender,

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Administrative Agent or, such Lender, as applicable, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (excluding any “floor” applicable pursuant to the definition of Adjusted LIBO Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,

convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Notwithstanding the foregoing, no additional amounts shall be due and payable pursuant to this Section 2.16 to the extent that on the relevant due date the Borrower deposits in a Prepayment Account an amount equal to any payment of Eurodollar Loans otherwise required to be made on a date that is not the last day of the applicable Interest Period; provided that on the last day of the applicable Interest Period, the Administrative Agent shall be authorized, without any further action by or notice to or from the Borrower or any other Loan Party, to apply such amount to the prepayment of such Eurodollar Loans. For purposes of this Agreement, the term “Prepayment Account” means a non-interest bearing account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.16.

SECTION 2.17 Taxes .

or prior to the Closing Date in the case of each Foreign Lender that is a signatory hereto, and on the date of assignment pursuant to which it becomes a Lender in the case of each other Lender and from time to time thereafter as reasonably requested by either of the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in this Section 2.17(e) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so.

(ii) Without limiting the generality of the foregoing:

(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent two duly completed and executed original copies of whichever of the following is applicable:

(1) IRS Form W-8BEN or W-8BEN-E, as applicable, claiming eligibility for benefits under an income tax treaty to which the United States is a party,

(2) IRS Form W-8ECI,

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) IRS Form W-8BEN or W-8BEN-E, as applicable, or

reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Notwithstanding any other provision of this Section 2.17(e), a Lender shall not be required to deliver any form or other documentation that such Lender is not legally eligible to deliver.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) at or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 60 Wall Street, 2nd Floor, New York, New York 10005 (or such other office as from time to time the Administrative Agent shall designate by notice to the Borrower). The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day,

the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise except as expressly provided in this Agreement, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Holdings, the Borrower or any Subsidiary pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans (but excluding, for the avoidance of doubt, prepayments pursuant to Section 2.11(i)) to any assignee or participant, other than to the Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders .

(b) If any Lender is affected in the manner described in Section 2.14(b) and as a result thereof any of the actions described in such Section is required to be taken, or if any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20 Incremental Term Loans .

(a) Subject to the terms and conditions set forth herein, the Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (an “ Incremental Loan Request ”), request one or more new commitments which may be of the same Class as any outstanding Term Loans (a “ Term Loan Increase ”) or a new Class of term loans (collectively with any Term Loan Increase, the “ Incremental Commitments ”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders.

(b) On the applicable date (each, an “ Incremental Facility Closing Date ”) specified in the applicable Additional Credit Extension Amendment (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.20 and in the applicable Additional Credit Extension Amendment, (i) each Incremental Lender of such Class shall make a Loan to the Borrower (an “ Incremental Term Loan ”) in an amount equal to its Incremental Commitment of such Class and (ii) each Incremental Lender of such Class shall become a Lender hereunder with respect to the Incremental Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto.

(c) Each Incremental Loan Request from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Incremental Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “ Incremental Lender ” and, collectively, the “ Incremental Lenders ”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Term Loans to such Lender or Additional Lender.

(ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.20(d)(iii)),

(iii) except in the case of Refinancing Term Loans (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans under such Additional Credit Extension Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Commitments rank pari passu or junior in right of security with the Obligations, the Secured Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 5.25:1.00, or (2) if such Incremental Commitments are unsecured, the Total Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available does not exceed 5.50:1.00 (but no Indebtedness may be incurred pursuant to this clause (2) until the date that is six (6) months after the Closing Date), or (B) together with the Incremental Term Loans made under such Additional Credit Extension Amendment, the aggregate principal amount of Incremental Term Loans made in reliance on this clause (B) on such date, when aggregated with the other Free and Clear Usage Amount on such date, does not exceed the sum of (i) $100,000,000 plus (ii) the principal amount of any voluntary prepayments of Term Loans and First Lien Term Loans (other than to the extent made with the proceeds of Long-Term Indebtedness (other than the incurrence of First Lien Revolving Loans or extensions of credit under any other revolving facility)); provided , that, it is understood that (1) Incremental Term Loans may be incurred under either clause (A) or clause (B) above as selected by the Borrower in its sole discretion and (2) Incremental Term Loans may be incurred under both clause (A) and clause (B) above, and proceeds from any such incurrence under both clause (A) and clause (B) may be utilized in a single transaction or series of related but substantially concurrent transactions by first calculating the incurrence under clause (A) (without giving effect to any Incremental Term Loans under clause (B)) and then calculating the incurrence under clause (B), and

(e) The terms, provisions and documentation of the Incremental Term Loans and Incremental Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Additional Credit Extension Amendment, in the case of any Class of Incremental Term Loans and Incremental Commitments, for the benefit of the Term Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase, the terms, provisions and documentation (other than the Additional Credit Extension Amendment evidencing such increase) of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:

(i) the Incremental Term Loans:

(A) (I) shall rank pari passu or junior in right of payment with the Obligations and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations or be unsecured (and, subject to a subordination agreement (if subject to payment subordination), or (if subject to lien subordination) a Junior Lien Intercreditor Agreement),

(B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Initial Maturity Date,

(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,

(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Lenders; provided the Applicable Rate and amortization for a Term Loan Increase shall be (x) the Applicable Rate and amortization for the Class being increased or (y) in the case of the Applicable Rate, higher than the Applicable Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,

(E) shall have fees determined by the Borrower and the applicable Incremental Term Loan Arranger(s) and/or lender(s), and

(ii) [Reserved];

(iii) the Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Additional Credit Extension Amendment; provided , however , that with respect to any Incremental Term Loans (other than Refinancing Term Loans) made on or prior to the date that is 12 months after the Closing Date that are pari passu in right of payment and security with the Obligations, the Yield applicable to such Incremental Term Loans shall not be greater than the applicable Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted LIBO Rate or Alternate Base Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable Yield under this Agreement on the Initial Term Loans to equal the Yield then applicable to the Incremental Term Loans minus 50 basis points; provided , further , that any increase in Yield to any Initial Term Loans due to the application or imposition of a Adjusted LIBO Rate or Alternate Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted LIBO Rate or Alternate Base Rate floor applicable to such Initial Term Loans.

(f) Commitments in respect of Incremental Term Loans shall become additional Commitments pursuant to an Additional Credit Extension Amendment, executed by the Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Additional Credit Extension Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Incremental Term Loans are to rank junior in right of security or payment or to address technical issues relating to funding and payments. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement.

(g) [Reserved].

(h) The Incremental Term Loans made under each Term Loan Increase shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Section 2.01 (as may be conformed as necessary or appropriate as reasonably determined by the Administrative Agent) and on the date of the making of such Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.01, such Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under the applicable Class of Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans of such Class.

(i) This Section 2.20 shall supersede any provisions in Sections 2.18 or 9.02 to the contrary.

SECTION 2.21 Extended Term Loans .

(iii) the Additional Credit Extension Amendment may provide for other covenants and terms that apply only after the Initial Maturity Date.

minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower).

(d) [Reserved].

(e) Extended Term Loans shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents provided in this Section 2.21). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

accreditation, authorization, Reimbursement Approval, license or franchise or authorization granted by any Governmental Authority, Third Party Payor or other Person applicable to the business, operations or assets of the Borrower or any of the Restricted Subsidiaries or adversely affect the ability of the Borrower or any of the Restricted Subsidiaries to participate in any Third Party Payor Arrangement except for Limitations, individually or in the aggregate, that are not material to the business of the Borrower and the Restricted Subsidiaries, taken as a whole, and (e) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Restricted Subsidiaries, except Liens created under the Loan Documents and the First Lien Loan Documents. There is no pending or, to the knowledge of the Borrower, threatened Limitation by any Governmental Authority, Third Party Payor or any other Person of any right, qualification, approval, permit, authorization, accreditation, Reimbursement Approval, license or franchise of the Borrower, or any Restricted Subsidiary, except for such Limitations, individually or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect. No certifications by any Governmental Authority or any Third Party Payor are required for operation of the business of the Borrower and the Restricted Subsidiaries that are not in place, except for such certifications or agreements, the absence of which do not materially and adversely affect the operation of the business.

SECTION 3.04 Financial Condition; No Material Adverse Effect .

(c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

SECTION 3.05 Properties .

SECTION 3.06 Litigation and Environmental Matters .

(b) Except with respect to any other matters that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect, (A) neither Holdings, the Borrower nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) knows of any basis for any Environmental Liability or (iv) has received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law, and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings, the Borrower or any of the Restricted Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental Law on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and as of the Closing Date, it being understood that such projections may vary from actual results and that such variances may be material.

SECTION 3.13 Insurance . Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Restricted Subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance have been paid. Holdings and the Borrower believe that the insurance maintained by or on behalf of the Borrower and the Restricted Subsidiaries is adequate.

prohibited by such laws (a) knowingly and willfully making or causing to be made a false statement or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment, (c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply and (e) making any prohibited referral for designated health services, or presenting or causing to be presented a claim or bill to any individual, Third Party Payor or other entity for designated health services furnished pursuant to a prohibited referral. Neither Holdings, the Borrower nor any Restricted Subsidiary shall be considered to be in breach of this Section 3.18 so long as (a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

SECTION 3.19 Patriot Act, Etc .

SECTION 3.20 Security Documents . Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Security Documents, together with such filings and other actions required to be taken hereby or by the applicable Security Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, except as otherwise provided hereunder, including subject to Permitted Liens, a legal, valid, enforceable and perfected second priority Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein.

the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 5.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to 4.01(f).

SECTION 3.21 Compliance with Healthcare Laws (a) Without limiting the generality of any other representation or warranty made herein, (i) each of the physicians, nurse practitioners, and physicians assistants, whether employees, independent contractors or leased personnel of each Loan Party (“ Licensed Personnel ”) holds a valid and unrestricted license to practice his or her profession from each state in which he or she provides professional services, and, when required, holds a valid and unrestricted Drug Enforcement Administration license and applicable state license to prescribe controlled substances, (ii) all Licensed Personnel, in the exercise of their respective duties on behalf of a Loan Party, are in compliance in all material respects with all Healthcare Laws, (iii) all agreements between a Loan Party and a hospital and all agreements between a Loan Party and Licensed Personnel are in compliance in all material respects with all Healthcare Laws and (iv) no Loan Party is and no Licensed Personnel are excluded from participation in any federal or state healthcare program or are listed on the General Services Administration list of excluded parties. To the Borrower’s knowledge, each Loan Party has maintained in all material respects all records required to be maintained by state licensing boards and agencies, CMS, Drug Enforcement Agency and state boards of pharmacy and the federal and/or state healthcare programs as required by the Healthcare Laws and, to the Borrower’s knowledge, there are no presently existing circumstances which would result or likely would result in violations of the Healthcare Laws except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. Each Loan Party will have, effective as of the Closing Date and at all times thereafter, such Permits, licenses, franchises, certificates and other material approvals or authorizations of governmental or regulatory authorities as are necessary under applicable Requirements of Law to own their respective properties and conduct their respective business (including such Permits as are required under such federal, state and other Healthcare Laws as are applicable thereto), and to receive reimbursement under federal and state healthcare programs. To the Borrower’s knowledge, there currently exist no restrictions, deficiencies, required plans of corrective actions or other such remedial measures with respect to federal and state Medicare and Medicaid Programs’ certifications or licensure, except such of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect. The Borrower has no knowledge that any condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, reasonably would be expected to result in the suspension, revocation, forfeiture, non-renewal of any governmental consent applicable to any Loan Party or Subsidiary of a Loan Party or service Subsidiary of a Loan Party or such Loan Party’s participation in any federal and/or state healthcare program, any other material Third Party Payor Arrangement, or of any participation agreements, which suspension, revocation, forfeiture or non-renewal would have, either individually or in the aggregate, a Material Adverse Effect; provided , however , nothing in the foregoing shall prohibit or prevent any Loan Party from terminating or causing the termination of any contract for the provision of Medical Services in the ordinary course of the Loan Party’s business.

SECTION 3.22 HIPAA Compliance .

ARTICLE IV

Conditions

SECTION 4.01 Closing Date . The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived):

provided that, notwithstanding each of the requirements set forth in clauses (f) and (g) of this Section 4.01, including the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement, to the extent any security interest in any Collateral is not or cannot be provided on the Closing Date (except for the execution and delivery of the Collateral Agreement and to the extent that a Lien on the Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates evidencing Equity Interests in Concentra and wholly owned Restricted Subsidiaries of Concentra that are Material Subsidiaries and Domestic Subsidiaries with respect to which a Lien may be perfected upon closing by the delivery of a stock certificate), after the Initial Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to the Closing Date without undue burden or expense (and to the extent not delivered to the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement), the Borrower shall deliver, or cause to be delivered, such evidence of insurance, documents and instruments, or take or cause to be taken such other actions as may be required to confirm such insurance or create or perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Collateral Agent in its reasonable discretion).

(i) The Specified Acquisition Agreement Representations shall be true and correct in all material respects on the Closing Date.

(l) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, (i) the Equity Contribution shall have been consummated, (ii) the Borrower shall have borrowed the First Lien Term Loans and any First Lien Revolving Loans borrowed on the Closing Date under the First Lien Credit Agreement, (iii) the Target Acquisition shall have been consummated, the Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect by the Borrower or any of its subsidiaries in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed based on the interests of the Lenders or Arrangers in their capacity as such); provided that (a) any amendment, waiver or consent that results in a reduction in the amount of consideration required to consummate the Target Acquisition shall be deemed not materially adverse to the Lenders or the Arrangers to the extent any such reduction is applied ratably to reduce the amount of Commitments in respect of this Agreement, (b) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Lenders or the Arrangers shall not otherwise constitute an amendment or waiver and (c) any change to the definition of “Company Material Adverse Effect” in the Acquisition Agreement shall be deemed materially adverse to the Lenders and Arrangers.

(n) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof.

(q) The Intercreditor Agreement and the First Lien Credit Documents shall have been entered into by each party thereto.

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

SECTION 4.02 Each Credit Event . The obligation of each Lender to make any Loan or honor any Extension Request (other than a Borrowing Request requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing, 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 (or true and correct in all material respects, as the case may be) as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing ( provided that a conversion or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full, each of the Borrower and its Restricted Subsidiaries covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements and Other Information . The Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower commencing with the fiscal quarter ending June 30, 2015,(i) unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows) as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) if at any time the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries,

(d) [reserved],

(i) evidence of insurance renewals as required under Section 5.07 hereunder in form and substance reasonably acceptable to the Administrative Agent.

Documents required to be delivered pursuant to Section 5.01 may, at the Borrower’s option, be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s (or Holdings’ or any Parent’s) website on the Internet at the website address previously provided to the Administrative Agent in writing (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time), or (ii) on which such documents are posted on the Borrower’s (or Holdings’ or any Parent’s) behalf on an Internet or intranet website to which each Lender, the Administrative Agent and the Collateral Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon the reasonable request of the Administrative Agent or the Collateral Agent with respect to any specific document so delivered electronically, the Borrower shall promptly deliver a physical copy of such document and (ii) the Borrower shall notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting by the Borrower of any such documents on any such website (other than a website maintained for or sponsored by the Administrative Agent) and the electronic location at which such documents may be accessed.

SECTION 5.02 Notices of Material Events .

(i) the occurrence of any Default,

(iii) the occurrence of any ERISA Event which could reasonably be expected to result in a Material Adverse Effect,

Reimbursement Approval, license or franchise necessary for the Borrower or any of its Restricted Subsidiaries to carry on its business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower or any of its Restricted Subsidiaries,

(vi) any other development that results in, or is reasonably likely to result in, a Material Adverse Effect.

SECTION 5.03 Information Regarding Collateral .

SECTION 5.07 Insurance .

(b) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause each Loan Party to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, (ii) cooperate with the Administrative Agent and provide information reasonably required by the Administrative Agent to comply with the Flood Laws and (iii) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

SECTION 5.11 Use of Proceeds . The proceeds of the Initial Term Loans will be used by the Initial Borrower on the Closing Date, solely for (i) the payment of the consideration for the Target Acquisition and (ii) for the payment of the Transaction Expenses. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted

by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.12 Additional Subsidiaries; Succeeding Holdings .

SECTION 5.13 Further Assurances .

SECTION 5.16 Quarterly Lender Calls . The Borrower will participate in a conference call with the Administrative Agent and the Lenders to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most recently-ended period for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), which call shall occur within a reasonable period of time after the delivery of such financial statements and after the Lenders have first been provided reasonable notice of such call; provided , however , if the Borrower is holding a conference call open to the public to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most recently-ended period for which financial statements have been delivered, the Borrower will not be required to hold a second, separate call for the Lenders as long as Lenders are provided access to such conference call.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full, each of the Borrower (and, with respect to Section 6.03 only, Holdings) and the Restricted Subsidiaries covenants and agrees with the Lenders that:

SECTION 6.01 Indebtedness; Certain Equity Securities .

(a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness created under the Loan Documents,

(ii) Indebtedness under the First Lien Credit Agreement (including any guarantees thereof) in an aggregate principal amount not to exceed $500,000,000 and any Permitted Refinancing thereof,

(iii) Indebtedness existing on the Closing Date not to exceed $2,500,000 and other Indebtedness existing on the Closing Date set forth in Schedule 6.01 and any Permitted Refinancing thereof,

(vi) Indebtedness (including Attributable Indebtedness) of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed by the Borrower or any Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (A) such Indebtedness (other than Permitted Refinancings) is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not (except as permitted by the definition of “Permitted Refinancing”) exceed at any time outstanding the greater of (x) $28,750,000 and (y) 2.875% of Total Assets as of the time of incurrence,

(A) if such Indebtedness ranks prior in right of security to the Liens securing the Obligations, (x) the First Lien Net Leverage Ratio does not exceed 4.00:1.00 or (y) the First Lien Net Leverage Ratio is equal to or less than the First Lien Net Leverage Ratio immediately prior to such Permitted Acquisition,

(B) if such Indebtedness ranks pari passu or junior in right of security with the Liens securing the Obligations, (x) the Secured Net Leverage Ratio does not exceed 5.25:1.00 or (y) the Secured Net Leverage Ratio is equal to or less than the Secured Net Leverage Ratio immediately prior to such Permitted Acquisition, or

and, in the case of clauses (x) and (y) of this clause (vii), any Permitted Refinancing of any such Indebtedness ; provided that any such Indebtedness of a Non-Loan Party does not exceed in the aggregate at any time outstanding, together with any Indebtedness incurred by a Non-Loan Party pursuant to clause (xiv) of this Section 6.01, the greater of $28,750,000 and 2.875% of Total Assets, in each case determined at the such time of incurrence;

(x) Indebtedness of any Loan Party pursuant to Swap Agreements permitted by Section 6.07,

(xi) [reserved],

(xii) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business,

(xv) Refinancing Debt Securities, the Net Proceeds of which are applied to prepay Term Loans in connection with Section 2.11 and any Permitted Refinancing thereof,

(xvi) (a) Permitted Debt, provided that (x) if such Indebtedness ranks prior in right of security to the Liens securing the Obligations, the First Lien Net Leverage Ratio does not exceed 4.00:1.00, (y) if such Indebtedness is secured by Liens ranking pari passu or junior to the Liens securing the Obligations, the Secured Net Leverage Ratio does not exceed 5.25:1.00, and (z) if such Indebtedness is unsecured, the Total Net Leverage Ratio does not exceed 5.50:1.00 (but no Indebtedness may be incurred pursuant to this clause (z) until the date that is six (6) months after the Closing Date), in each case, determined on a Pro Forma Basis after giving effect to such assumption or incurrence and the use of proceeds thereof; and any Permitted Refinancing thereof; and (b) other Permitted Debt in an aggregate principal amount pursuant to this subclause (b), when aggregated with the Free and Clear Usage Amount at such time, not to exceed $100,000,000 and any Permitted Refinancing thereof,

(xix) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business,

(xxi) the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed the greater of $57,500,000 and 5.75% of Total Assets at the time of incurrence.

originally reduced the Free and Clear Usage Amount at the time of incurrence may not be reclassified. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in 6.01(a)(i) through (xxi) above.

(a) Liens created by the Loan Documents,

(b) Permitted Encumbrances,

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.06,

(h) Liens in favor of the Borrower or another Loan Party (other than Holdings),

(i) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Restricted Subsidiary,

(j) Liens on assets of any Foreign Subsidiary or any Non-Loan Party securing Indebtedness permitted by Section 6.01(a)(xiv),

(k) Liens on assets of the Borrower or the Restricted Subsidiaries not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds the greater of $28,750,000 and 2.875% of Total Assets at any time outstanding; provided that in no event shall Holdings, the Borrower or any Restricted Subsidiary create, incur, assume or permit to exist any Lien on any Equity Interests of the Borrower or any Restricted Subsidiary,

(l) Liens on the Collateral securing Indebtedness permitted by paragraphs (a)(ii), (a)(xv) and (a)(xvi) of Section 6.01; provided that Liens securing Refinancing Debt Securities shall either be pari passu with or junior to the Liens securing the Obligations,

(m) Liens on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such Unrestricted Subsidiary,

(p) Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary with any letter of intent or purchase agreement permitted hereunder.

SECTION 6.03 Fundamental Changes .

Section 6.04 may be effected through the merger of a subsidiary of the Borrower with a third party and (v) the Merger shall be permitted.

(b) The Borrower will not, and Holdings and the Borrower will not permit any Restricted Subsidiary to, engage to any material extent in any business other than a Permitted Business.

(c) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and engaging in corporate and administrative functions and other activities incidental thereto (including payment of dividends and other amounts in respect of its Equity Interests). Holdings will not own or acquire any assets (other than Equity Interests of the Borrower and the cash proceeds of any Restricted Payments permitted by Section 6.08 or proceeds of any issuance of Indebtedness or Equity Interests permitted by this Agreement pending application as required by this Agreement) or incur any liabilities (other than liabilities under and permitted to be incurred under the Loan Documents, the First Lien Loan Documents and liabilities reasonably incurred in connection with its maintenance of its existence (including the ability to incur fees, costs and expenses relating to such maintenance) and activities incidental thereto). Notwithstanding the foregoing, Holdings shall be permitted to (i) enter into transactions, engage in activities and maintain assets or incur liabilities in respect of Swap Agreements related to Indebtedness of Holdings permitted hereunder, (ii) engage in any public offering of its common stock or any other issuance or sale of its Equity Interests, (iii) participate in tax, accounting and other administrative matters as a member of the consolidated group of Holdings, the Borrower and its Restricted Subsidiaries, (iv) hold any cash or property (but not operate any property), (v) provide indemnification to officers and directors and (vi) engage in any activities incidental to the foregoing.

(a) Permitted Acquisitions,

(b) Permitted Investments,

(d) Investments by the Borrower or any Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments in Non-Loan Parties by Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(e) and outstanding Guarantees permitted to be incurred under clause (B) to the proviso to Section 6.04(f)) shall not exceed the greater of $28,750,000 and 2.875% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

greater of $28,750,000 and 2.875% of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

(f) Guarantees constituting Indebtedness permitted by Section 6.01 and performance guarantees in the ordinary course of business; provided that (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Non-Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(d) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(e)) shall not exceed the greater of $28,750,000 and 2.875 % of Total Assets at any time outstanding (in each case determined without regard to any write-downs or write-offs),

(j) loans or advances by the Borrower or any Restricted Subsidiary to employees and other individual service providers made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Restricted Subsidiary not exceeding $2,875,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances),

(k) Investments in the form of Swap Agreements permitted by Section 6.07,

(m) Investments received in connection with the dispositions of assets permitted by Section 6.05,

(n) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”,

(o) Investments in Permitted Joint Ventures (together with the aggregate amount of Investments in Permitted Real Estate Joint Ventures permitted under Section 6.04(p)) in an amount not to exceed $57,500,000 plus an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made),

principal and profits on sale) actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made),

(s) (i) Investments by the Borrower or any Restricted Subsidiary (including Investments in Permitted Joint Ventures) in an amount not to exceed the greater of $57,500,000 and 5.75% of Total Assets and (ii) other Investments; provided that (x) no Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such Investment on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed 4.25:1.00,

SECTION 6.05 Asset Sales . The Borrower will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Borrower a Restricted Subsidiary), nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04) involving aggregate payments or consideration for assets having a Fair Market Value in excess of $2,875,000 for any individual transaction or series of related transactions, except:

(d) sales, transfers and dispositions of property to the extent such property constitutes an investment permitted by clauses (b), (h), (l) and (n) of Section 6.04,

(e) sale and leaseback transactions permitted by Section 6.06,

(h) exchanges of property for similar replacement property for fair value,

(i) assets set forth on Schedule 6.05 ,

(j) the sale or other disposition of Permitted Investments,

(l) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice,

(n) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind,

(o) leases or subleases to third persons in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries, and

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c), (f), (l), (n) and (p) above) shall be made for fair value and (other than those permitted by paragraphs (b), (d), (h), (l), (n) and (p) above) for at least 75% cash consideration, plus (for all such sales, transfers, leases and other dispositions permitted hereby) an aggregate additional amount of non-cash consideration in the amount of $20,000,000 (it being understood that for purposes of paragraph (a) above, accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or surplus equipment or property and any non-cash consideration that was actually converted into cash within 6 months following the applicable sale, transfer, lease or other disposition by the Borrower or any of its Restricted Subsidiaries shall be deemed to constitute cash consideration).

SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness .

(ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests,

(iii) the Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings or a Parent to purchase or redeem Equity Interests of Holdings or a Parent acquired by employees, consultants or directors of Holdings, the Borrower or any Restricted Subsidiary upon such Person’s death, disability, retirement or termination of employment; provided that the aggregate amount of such purchases or redemptions under this clause (iii) shall not exceed $11,500,000 in any fiscal year (and, to the extent that the aggregate amount of purchases or redemptions made in any fiscal year pursuant to this clause (iii) is less than $11,500,000, the amount of such difference may be carried forward and used for such purpose in the following fiscal year) and $34,500,000 in the aggregate,

provided that the amount of any such Restricted Payments pursuant to this clause (v) shall not exceed the amount of such Taxes that the Borrower and/or its applicable Subsidiaries would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate group); provided , further , that the payment of Restricted Payments pursuant to this clause (v) in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose,

(ix) [reserved],

(xii) the Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed $46,000,000 (together with the aggregate amount of any prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness under Section 6.08(b)(iv); provided that no Event of Default has occurred and is continuing or would result therefrom,

(xvi) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions permitted by Section 6.09 shall be permitted,

(b) The Borrower will not, and will not permit any Restricted Subsidiary to, make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, any Permitted Debt (other than Permitted Debt secured on a prior Lien or pari passu basis with the Obligations) or any Subordinated Indebtedness (other than the intercompany loans among Restricted Subsidiaries and the Borrower) (“ Specified Indebtedness ”), except:

(iv) the Borrower and its Restricted Subsidiaries may make additional prepayments, redemptions, defeasances, repurchases or other retirement of Specified Indebtedness in an aggregate amount not to exceed $46,000,000 (together with the aggregate amount of any Restricted Payments made under clause Section 6.08 (a)(xii)); provided that no Event of Default has occurred and is continuing or would result therefrom,

(vi) refinancings of Indebtedness to the extent the Indebtedness being incurred in connection with such refinancing is a Permitted Refinancing, and

(vii) the prepayment, redemption, defeasance, repurchase or other retirement of Specified Indebtedness with Declined Proceeds.

SECTION 6.09 Transactions with Affiliates . The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or consideration in excess of $2,875,000 for any individual transaction or series of related transactions, except:

(d) any Indebtedness permitted under Section 6.01(a)(v) and Section 6.01(a)(xii),

(e) any Restricted Payment permitted under Section 6.08,

(f) loans or advances to employees permitted under Section 6.04(e),

(h) so long as no Default described in Section 7.01(b) and no Event of Default has occurred and is continuing, the Borrower or any of its Restricted Subsidiaries may pay, or may pay cash dividends to enable Holdings to pay, (A) customary management, consulting, monitoring or advisory fees to any Permitted Holder in an aggregate amount not greater than $1,150,000 during any fiscal year (plus any unpaid management, consulting, monitoring or advisory fees within such amount accrued in any prior year) and (B) fees in respect of any financings, acquisitions or dispositions with respect to which any Permitted Holder acts as an adviser to Holdings, the Borrower or any Restricted Subsidiary in an amount not to exceed 1.5% of the value of any such transaction,

(n) payments by the Borrower or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings or dividends received from, any Captive Insurance Subsidiary,

(q) the entering into the Services Agreements and any payments thereunder to Select Medical Holdings Corporation and Select Medical Corporation, as applicable,

(r) the issuance of Equity Interests (other than Disqualified Stock) (i) of the Borrower to Affiliates of the Borrower or (ii) of the Borrower or any Restricted Subsidiary for compensation purposes,

(s) intellectual property licenses in the ordinary course of business,

(t) any customary management services agreements or similar agreements between the Borrower or any other Subsidiary and any Consolidated Practice or Permitted Joint Ventures,

(u) the Transactions (including Transaction Expenses) and the payment of fees and expenses as part of or in connection with the Transactions, and

SECTION 6.10 Restrictive Agreements .

(b) The foregoing clause (a) shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, First Lien Loan Document or documentation governing any Permitted Debt, documentation governing any Permitted Refinancing ( provided that such restrictions are not materially more restrictive (as determined in good faith by the Borrower), taken as a whole, than those contained in such agreements governing the Indebtedness being refinanced), or Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement ( provided that such restrictions shall apply only to such Foreign Subsidiary), (ii) existing on the date hereof identified on Schedule 6.10 (and shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (iv) contained in agreements relating to the acquisition of property; provided that such restrictions and conditions apply only to the property so acquired and were not created in connection with or in anticipation of such acquisitions, (v) imposed on any Consolidated Practice by (and for the benefit of) any Loan Party and (vi) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business.

(e) For purposes of determining compliance with this Section 6.10, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 6.11 Amendment of Material Documents . The Borrower will not, and will not permit any Restricted Subsidiary to, amend, modify or waive any of its rights under (a) any First Lien Loan Document, (b) the documentation governing any Permitted Securities or (c) its certificate of incorporation, by-laws or other organizational documents, in each case to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

SECTION 6.12 [Reserved] .

SECTION 6.13 Fiscal Year . The Borrower will not, and will not permit any Restricted Subsidiary to, change its fiscal year.

ARTICLE VII

Events of Default

SECTION 7.01 Events of Default . If any of the following events (any such event, an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise,

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (other than, with respect to Indebtedness consisting of Swap Agreements, as a result of any termination events or equivalent events (other than any additional termination events (or equivalent events)) and not as a result of any other default thereunder by any Loan Party); provided that (I) this paragraph (g) shall not apply to Secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets (to the extent not prohibited under this Agreement) securing such Indebtedness and (II) no such event under any Material Indebtedness secured by Liens on the Collateral ranking prior to the Liens securing the Obligations (other than the failure to pay any outstanding principal amount when due at the final scheduled maturity of such Indebtedness) shall constitute an Event of Default under this clause (g) unless and until such Indebtedness shall have been accelerated as a result of such event; provided , further , that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans hereunder,

(j) one or more judgments for the payment of money (to the extent not paid or covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) in an aggregate amount in excess of $23,000,000 shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any

action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment,

(l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral with a fair value in excess of $23,000,000, with the priority required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Agreement,

(m) any Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party thereto,

(o) a Change of Control shall occur,

SECTION 7.02 [Reserved] .

ARTICLE VIII

The Agents

SECTION 8.01 The Agents . Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. For purposes of this Article VIII, all references to the Administrative Agent shall be deemed to be references to both the Administrative Agent and the Collateral Agent.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor who shall either be (i) a “U.S. person” and a “financial institution” within the meaning of United States Treasury Regulations Section 1.1441-1 or (ii) a U.S. branch of a non-U.S. financial institution that has agreed to be treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender irrevocably agrees that the Administrative Agent may enter into any and all documents with respect to Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreement or any Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, if applicable) as contemplated by and in accordance with the provisions of this Agreement and the Security Documents without any further consent from any Secured Party, which terms shall be reasonably satisfactory to Administrative Agent.

No Person named as an Arranger or bookrunner in this Agreement shall have any liability under this Agreement or any other Loan Document in its capacity as such.

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices .

(i) if to the Borrower, to Concentra Inc., 4714 Gettysburg Rd., Mechanicsburg, PA 17055, Attention: Joel T. Veit (Telecopy No. (717) 303-0824),

(ii) if to the Administrative Agent, to Deutsche Bank AG New York Branch, 60 Wall Street, 2nd Floor, New York, New York, 10005, Attention: Michael Winters (Tel. No. (212) 250-8341) and Greg Weitman (Tel. No. (212) 250-4395),

(iii) if to the Collateral Agent, to Deutsche Bank AG New York Branch, 60 Wall Street, 2nd Floor, New York, New York, 10005, Attention: Michael Winters (Tel. No. (212) 250-8341) and Greg Weitman (Tel. No. (212) 250-4395), and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

SECTION 9.02 Waivers; Amendments .

(a) No failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party

therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Collateral Agent may have had notice or knowledge of such Default at the time.

(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby; provided that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to amend Section 2.13(c) or to waive any obligation of the Borrower to pay interest thereunder,

(iii) postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Loan, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby,

(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby,

(v) change any of the provisions of this Section 9.02 or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as applicable),

provided , further , that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent, and (B) any waiver, amendment

or modification of this Agreement that by its terms affects the rights or duties under this Agreement of a particular Class of Lenders (but not any other Lenders) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 9.02(b) if such Class of Lenders were the only Class of Lenders hereunder at the time. No Lender consent is required to effect an Additional Credit Extension Amendment (except as expressly provided in Sections 2.20 or 2.21 as applicable). In connection with any proposed amendment, modification, waiver or termination (a “ Proposed Change ”) requiring the consent of all Lenders or all adversely affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as a “ Non-Consenting Lender ”), then, at the Borrower’s request, any Lender assignee that is reasonably acceptable to the Administrative Agent shall have the right to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such Lender assignee, at no expense to such Non-Consenting Lender, all the Commitments and Loans of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale (including amounts under Sections 2.15, 2.16 and 2.17 and including a fee equal to any prepayment premium that would be payable to such Lender pursuant to Section 2.11(b) if such Lender’s Loans so assigned were repaid on such date pursuant to Section 2.11(a)), such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by such Non-Consenting Lender); provided , that, if any such Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two (2) Business Days of the date on which the Lender assignee executes and delivers such Assignment and Assumption to such Non-Consenting Lender, then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender.

(c) Notwithstanding the provisions of clause (b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Initial Term Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. In addition, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of a Class with a replacement term loan tranche hereunder (the “ Replacement Term Loans ”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinancing Term Loans, (ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinancing Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinancing Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinancing Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinancing Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing.

(d) Notwithstanding anything in this Section 9.02 to the contrary, (a) technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to integrate any Incremental Term Loans or any Extended Term Loans or (ii) to cure any ambiguity, omission, defect or inconsistency and (b) without the consent of any Lender, the Loan Parties and the Administrative Agent or any collateral agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into (x) any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or as required by local law to give effect to, or protect any security interest for benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement

or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document or (y) the Intercreditor Agreement or any Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement.

(e) Notwithstanding anything in this Section 9.02 to the contrary, the Administrative Agent and the Collateral Agent may, without the consent of any Lender, enter into any amendment to the Security Documents contemplated by the Intercreditor Agreement.

SECTION 9.03 Expenses; Indemnity; Damage Waiver .

(b) The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”), and hold each Indemnitee harmless, from and against any and all losses, claims, damages, liabilities or out-of-pocket expenses incurred by or asserted against any Indemnitee (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each group of similarly situated parties in the event of a conflict) incurred in connection with, or as a result of the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries or their respective properties or operations, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Related Parties, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates (in the case of any such act or omission, as determined in a final and non-appealable judgment of a court of competent jurisdiction). All amounts due under this Section 9.03(b) shall be paid within 30 days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, that such Indemnitee shall

promptly refund and return such amounts to the extent that there is a final non-appealable judicial determination by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03(b).

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “ pro rata share” shall be determined based upon its share of the outstanding Term Loans.

SECTION 9.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 6.03) (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the limitations set forth in paragraph (a) above and the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(ii) Assignments shall be subject to the following conditions:

(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans of any Class, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $1,000,000, and shall be in increments of an amount of $1,000,000 in excess thereof (or, in each

case, if less, all of such Lender’s Loans of the applicable Class) unless each of the Borrower and the Administrative Agent otherwise consent; provided that such assignments shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any,

(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500,

(iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and

Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans to any Affiliated Lender shall also be subject to the requirements of Section 9.04(d).

For purposes of this Section 9.04(b):

(iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal amount and stated interest of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, and solely with respect to their respective interests by any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.

(i) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and each Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary.

of such Disqualified Institution has been made available in writing to all Lenders), (ii) a natural person, (iii) a Person listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (iv) a Person either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (B) designated under Section 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar executive orders or (v) the Borrower or any of its Affiliates.

(A) the assigning Lender and Non-Debt Fund Affiliate purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit J hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption;

(B) no Term Loan may be assigned to a Non-Debt Fund Affiliate pursuant to this Section 9.04(d), if after giving effect to such assignment, Non-Debt Fund Affiliates in the aggregate would own in excess of 20% of the Term Loans of any Class then outstanding (determined as of the time of such purchase); and

(C) any purchases by a Non-Debt Fund Affiliate made through “dutch auctions” shall require that such Person (i) make a customary representation to all assigning Lenders that it does not possess material non-public information (or material information of the type that would not be public if the Borrower or any Parent was a publicly reporting company) with respect to the Borrower and its Subsidiaries that either (A) has not been disclosed to the Lenders generally (other than Lenders that have elected not to receive such information) or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect on, or otherwise be material to (a) a Lender’s decision to participate in any such “dutch auction” or (b) the market price of the Loans and (ii) clearly identify itself as a Non-Debt Fund Affiliate in any assignment and assumption agreement executed in connection with such purchases.

or status such Non-Debt Fund Affiliate may otherwise have) from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (iii).

SECTION 9.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall have independent significance and be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or any provision hereof.

successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of Holdings and the Borrower hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan Document, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such federal court and (ii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

SECTION 9.12 Confidentiality . Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its and its Affiliates and its and its Affiliates’ directors, officers, employees, legal counsel, independent auditors and other experts, professionals, advisors or agents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested or demanded by any Governmental Authority or self-regulatory authority having jurisdiction over it or any of its Affiliates; provided that the Administrative Agent or such Lender, as applicable, agrees that it will promptly notify the Borrower (other than at the request of a regulatory authority or any self-regulatory authority having or asserting jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or order of any court or administrative agency; provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority or any self-regulatory authority having or asserting jurisdiction over such Person) unless such notification is prohibited by law, rule or regulation, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to any rating agency when required by it on a customary basis and after consultation with the Borrower (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender), (i) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder, (j) for purposes of establishing a “due diligence” defense, (k) to the extent such Information is independently developed by such Person or its Affiliates so long as not based on Information obtained in a manner that would otherwise violate this Section 9.12 or (l) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower; provided that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section 9.12. For the purposes of this Section 9.12, the term “ Information ” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, the Arrangers, any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by Holdings or the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from Holdings, the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14 USA Patriot Act . Each Lender hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

SECTION 9.15 Release of Collateral .

(a) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement to a Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of this Agreement, or to the extent such release is required pursuant to the terms of the Intercreditor Agreement, the security interest in such Collateral shall be automatically released.

SECTION 9.18 Material Non-Public Information .

SECTION 9.19 Intercreditor Agreement . Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Second Priority Representative (as defined in the Intercreditor Agreement) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement), including liens and security interests granted to the First Lien Agent pursuant to or in connection with the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Second Priority Representative or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

100

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MJ ACQUISITION CORPORATION,
as the Initial Borrower


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


CONCENTRA INC., as Borrower


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


CONCENTRA HOLDINGS, INC., as Holdings


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:	Vice President


DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent


By:	/s/ Michael Winters
	Name:	Michael Winters
	Title:	Vice President

By:	/s/ Kirk L. Tashjian
	Name:	Kirk L. Tashjian
	Title:	Director


JPMORGAN CHASE BANK, N.A.,
as a Lender


By:	/s/ Dawn LeeLum
	Name:	Dawn LeeLum
	Title:	Executive Director

S- 1

Exhibit 10.5

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT, dated as of June 1, 2015 (this “ Agreement ”), by and among Concentra Group Holdings, LLC, a Delaware limited liability company (“ Parent ”), and each of the several other individuals and entities named on Schedule I hereto (each an “ Investor ” and collectively, the “ Investors ”).

W I T N E S S E T H :

WHEREAS, on March 22, 2015, MJ Acquisition Corporation (“ Buyer ”), Concentra Inc. (the “ Company ”) and Humana Inc. (“ Seller ”) entered into a Stock Purchase Agreement (as amended, the “ Purchase Agreement ”) pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer, as an indirect wholly owned subsidiary of Parent, will purchase all of the outstanding shares of capital stock of the Company from Seller; and

WHEREAS, each of the Investors, acting severally and not jointly, wishes to acquire from Parent, and Parent wishes to issue to the Investors, upon the terms and subject to the conditions hereinafter set forth, newly issued Class A Interests (as defined in the LLC Agreement (as defined below)) in consideration of each such Investor’s payment to Parent of cash in the amount of $1.00 per Class A Interest.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained and incorporating the recitals set forth above, the parties hereto hereby agree as follows:

ARTICLE I.

ISSUANCE, SALE AND DELIVERY OF INTERESTS; CLOSING

SECTION 1.01. Issuance, Sale and Delivery of Interests . Upon the terms and subject to the conditions of this Agreement, at the Closing, Parent shall issue, sell and deliver to each Investor, and each Investor, acting severally and not jointly, shall purchase from Parent at a purchase price of $1.00 per Class A Interest, that number of Class A Interests (the “ Interests ”) set forth opposite the name of such Investor under the heading “Class A Interests” on Schedule I hereto for the cash purchase price (to be paid by wire transfer of immediately available funds to a bank account specified in writing by Parent) set forth opposite the name of such Investor under the heading “Purchase Price” on Schedule I hereto (the “ Subscription ”). Parent shall use the aggregate proceeds from the sale of the Interests solely as follows: (a) to pay the consideration for the transactions contemplated by the Purchase Agreement in accordance with the terms of the Purchase Agreement and (b) to pay fees, costs and expenses incurred in connection with the transactions contemplated by the Purchase Agreement and the financings related thereto.

SECTION 1.02. Closing . Upon the terms and subject to the conditions of this Agreement, the issuance, sale and delivery of the Interests contemplated by Section 1.01 (the “ Closing ”) will take place on the date of the closing of the transactions contemplated by the

Purchase Agreement (the “ Purchase Agreement Contemplated Transactions ”), but prior to such consummation of the Purchase Agreement Contemplated Transactions, at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036 (such date being herein called the “ Closing Date ”).

SECTION 1.03. Failure to Consummate the Purchase Agreement Contemplated Transactions . In the event that after the Closing, the Purchase Agreement Contemplated Transactions fail to be consummated for any reason whatsoever, or the Purchase Agreement is otherwise terminated, the parties hereto agree that the Subscription shall be void ab initio and concurrently with the termination of the Purchase Agreement, Parent shall return to each Investor the amount of cash set forth opposite the name of such Investor under the heading “Purchase Price” on Schedule I hereto.

SECTION 1.04. Conditions to Closing . The Closing shall be subject only to the condition that all of the conditions set forth in the Purchase Agreement have been satisfied or waived (other than those conditions which can be satisfied only at the closing of the Purchase Agreement Contemplated Transactions, but subject to the satisfaction or waiver of such conditions at the closing of the Purchase Agreement Contemplated Transactions).

SECTION 1.05. LLC Agreement . Contemporaneous with the execution and delivery of this Agreement on the date hereof, Parent and each Investor is entering into the Amended and Restated Limited Liability Company Agreement of Parent in the form attached hereto as Exhibit A (the “ LLC Agreement ”).

SECTION 1.06. Existing LLC Interests . At the Closing, without any action on the part of any person being required, (a) the 501 units of limited liability company interest of Parent issued to Select Medical Corporation (“ SEM ”) on May 8, 2015 shall automatically be cancelled without payment of any consideration therefor and (b) the 499 units of limited liability company interest of Parent issued to Welsh, Carson, Anderson & Stowe XII, L.P. (“ WCAS ”) on May 8, 2015 shall automatically be cancelled without payment of any consideration therefor.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Investors that:

SECTION 2.01. Existence and Power . Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has the power and authority necessary to (i) own its properties and assets, (ii) carry on its business as now being conducted and as proposed to be conducted immediately after consummation of the Purchase Agreement Contemplated Transactions and (iii) execute and deliver this Agreement and the LLC Agreement and perform its obligations hereunder and thereunder, including the issuance, sale and delivery of the Interests.

SECTION 2.02. Authorization; Validity . The execution and delivery by Parent of this Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Interests) and thereby have

been duly authorized by all necessary limited liability company action on the part of Parent. Each of this Agreement and the LLC Agreement has been duly executed and delivered by Parent. Each of this Agreement and the LLC Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

SECTION 2.03. Governmental Authorization . Assuming the accuracy of the Investors’ representations and warranties set forth in Article III hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to Parent in connection with the execution, delivery and performance by Parent of this Agreement or the LLC Agreement except (i) for such filings and approvals as have been made or obtained, or (ii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of Parent to perform its obligations hereunder and thereunder.

SECTION 2.04. Noncontravention . The execution, delivery and performance by Parent of this Agreement and the LLC Agreement does not and will not (i) violate the certificate of formation or limited liability company agreement of Parent, (ii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon Parent, (iii) violate any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which Parent is a party or (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or to a loss of any benefit to which Parent is entitled under any provision of any agreement or other instrument binding upon Parent or any of its assets or properties.

SECTION 2.05. Capitalization . Except for (a) the Interests to be issued hereunder and (b) awards in respect of up to 22,894,737 Class B Interests (as defined in the LLC Agreement) (which may be in the form of grants of Class B Interests or options exercisable for Class B Interests) which may be issued, there are, and immediately after the Closing there will be, no outstanding (i) limited liability company interests of Parent, (ii) securities of Parent convertible into or exchangeable for limited liability company interests of Parent or (iii) options or other rights to acquire from Parent, or other obligation of Parent to issue any limited liability company interests, or securities convertible into or exchangeable for limited liability company interests of Parent.

SECTION 2.06. Valid Issuance of Class A Interests . At Closing, the Interests will have been duly and validly authorized and when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be validly issued and fully paid Class A Interests of Parent.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor, severally and not jointly, and solely with respect to such Investor, represents and warrants to Parent that:

SECTION 3.01. Existence . Such Investor (if not a natural person) is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

SECTION 3.02. Authorization; Power; Validity . The execution and delivery by such Investor (if not a natural person) of this Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby are within such Investor’s powers and have been duly authorized by all necessary action on the part of such Investor. Each of this Agreement and the LLC Agreement has been duly executed and delivered by such Investor. Each of this Agreement and the LLC Agreement constitutes a valid and binding agreement of such Investor, enforceable against such Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

SECTION 3.03. Governmental Authorization . No order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to such Investor in connection with the execution, delivery and performance by such Investor of this Agreement or the LLC Agreement except (i) for such filings and approvals as have been made or obtained or (ii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of such Investor to perform such Investor’s obligations hereunder or thereunder.

SECTION 3.04. Noncontravention . The execution, delivery and performance by such Investor of this Agreement and the LLC Agreement does not and will not (i) violate, if such Investor is not a natural person, the certificate of incorporation, bylaws, certificate of limited partnership, agreement of limited partnership, certificate of formation, limited liability company agreement or other organizational documents of such Investor, (ii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon such Investor, (iii) violate any material contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which such Investor is a party or is bound, (iv) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Investor under any provision of any material agreement or other material instrument binding upon such Investor or any of its assets or properties or (v) result in the

creation or imposition of any material lien, claim, charge, pledge, security interest or other encumbrance with respect to any of the Interests acquired by such Investor hereunder.

SECTION 3.05. Acquisition for Investment . Such Investor is acquiring the Interests being purchased by such Investor hereunder for investment for such Investor’s own account and not with a view to, or for sale in connection with, any distribution thereof.

SECTION 3.06. Private Placement (a) . (a) Such Investor’s financial situation is such that such Investor can afford to bear the economic risk of holding the Interests being purchased by such Investor hereunder for an indefinite period of time, and such Investor can afford to suffer the complete loss of such Investor’s investment in the Interests.

(b) Such Investor’s knowledge and experience in financial and business matters are such that such Investor is capable of evaluating the merits and risks of such Investor’s investment in the Interests.

(c) Such Investor understands that the Interests acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Interests and that following the date hereof there will be no public market for the Interests and that, accordingly, it may not be possible for such Investor to sell or pledge the Interests, or any interest in the Interests, in case of emergency or otherwise.

(d) Such Investor and such Investor’s representatives, including, to the extent such Investor deems appropriate, such Investor’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Investor’s investment in the Interests, and such Investor understands and is aware of the risks related to such investment.

(e) Such Investor and such Investor’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent and its representatives concerning Parent and its subsidiaries, the terms and conditions of such Investor’s acquisition of the Interests and related matters and to obtain all additional information which such Investor or such Investor’s representatives deem necessary.

(f) Such Investor is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended.

(g) Such Investor does not have any plan or intention to sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Interests immediately after the acquisition of any such Interests.

SECTION 3.07. No Other Representations and Warranties . Each such Investor hereby acknowledges and agrees that the representations and warranties set forth in Article II hereof are the only representations, warranties and statements being relied on by such Investor in connection with such Investor’s acquisition of the Interests.

ARTICLE IV.

MISCELLANEOUS

SECTION 4.01. Survival . All of the covenants, agreements, representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.02. Notices . Any notice or communication required or permitted hereunder shall be in writing and shall be delivered personally, delivered by nationally recognized overnight courier service, sent by certified or registered mail, postage prepaid, or sent by facsimile (subject to electronic confirmation of such facsimile transmission). Any such notice or communication shall be deemed to have been given (i) when delivered, if personally delivered, (ii) one business day after it is deposited with a nationally recognized overnight courier service, if sent by nationally recognized overnight courier service, (iii) the day of sending, if sent by facsimile prior to 5:00 p.m. (EST) on any business day or the next succeeding business day if sent by facsimile after 5:00 p.m. (EST) on any business day or on any day other than a business day or (iv) five business days after the date of mailing, if mailed by certified or registered mail, postage prepaid, in each case, to the following address or facsimile number, or to such other address or addresses or facsimile number or numbers as such party may subsequently designate to the other parties by notice given hereunder:

if to Parent, to it at:

c/o Select Medical Corporation

4717 Gettysburg Road

Mechanicsburg, PA 17088

Attention: Michael E. Tarvin

Facsimile: (717) 412-9142

if to any Investor, to such Investor at the address set forth for such Investor on Schedule I hereto

SECTION 4.03. Amendments and Waivers . (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and, in the case of an amendment, signed by (i) Parent, (ii) SEM and (iii) WCAS; provided , that (x) no provision of this Agreement may be modified or amended in a manner materially adverse to an Investor if such modification or amendment affects such Investor disproportionately relative to the other Investors, except with the written consent of such Investor and (y) without the prior written consent of Cressey & Company IV LP (“Cressey”), this Agreement may not be amended or modified to change the number of Interests to be acquired by Cressey hereunder or the purchase price therefor.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

SECTION 4.04. Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost or expense.

SECTION 4.05. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto shall assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of Parent, SEM and WCAS.

SECTION 4.06. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State.

SECTION 4.07. Jurisdiction . Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of the Delaware Court of Chancery, and any appellate court from such court, in any action or proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery; and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 4.02. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law.

SECTION 4.08. Waiver Of Jury Trial . EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ANY OF THE OTHER AGREEMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08.

SECTION 4.09. Counterparts; Third Party Beneficiaries . This Agreement may be executed in any number of counterparts (including via email with scan attachment or facsimile transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

SECTION 4.10. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter hereof.

SECTION 4.11. Severability . If one or more provisions of this Agreement are finally held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Subscription Agreement as of the day and year first above written.

CONCENTRA GROUP HOLDINGS, LLC


By:	/s/ Michael E. Tarvin
	Name:	Michael E. Tarvin
	Title:	Vice President

Investors:

SELECT MEDICAL CORPORATION


By:	/s/ Martin F. Jackson
	Name:	Martin F. Jackson
	Title:

Signature Page to Subscription Agreement

WELSH, CARSON, ANDERSON & STOWE XII, L.P.
BY: WCAS XII Associates LLC, its general partner


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Managing Member

WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P.
BY: WCAS XII Associates Cayman, L.P., its general partner
BY: WCAS XII Associates LLC, its general partner


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Managing Member

WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P.
BY: WCAS XII Associates LLC, its general partner


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Managing Member

WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P.
BY: WCAS XII Associates Cayman, L.P., its general partner
BY: WCAS XII Associates LLC, its general partner


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Managing Member

WCAS XII CO-INVESTORS LLC


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Managing Member

Signature Page to Subscription Agreement

WCAS MANAGEMENT CORPORATION


By:	/s/ Jonathan M. Rather
	Name:	Jonathan M. Rather
	Title:	Treasurer

Signature Page to Subscription Agreement

	CRESSEY & COMPANY FUND IV LP
	By: Cressey & Company GP LP, its general partner
	By: Cressey & Company LLC, its general partner


	By:	/s/ Bryan Cressey
		Name: Bryan Cressey
		Title: Member

EXHIBIT 31.1

SELECT MEDICAL HOLDINGS CORPORATION AND
SELECT MEDICAL CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David S. Chernow, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Select Medical Holdings Corporation and Select Medical Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the

registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015	/s/ David S. Chernow
	David S. Chernow
	President and Chief Executive Officer

EXHIBIT 31.2

SELECT MEDICAL HOLDINGS CORPORATION AND
SELECT MEDICAL CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Martin F. Jackson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Select Medical Holdings Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015	/s/ Martin F. Jackson
	Martin F. Jackson
	Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Select Medical Holdings Corporation and Select Medical Corporation (the “Company”) for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David S. Chernow and Martin F. Jackson, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

August 6, 2015

/s/ David S. Chernow
David S. Chernow
President and Chief Executive Officer


/s/ Martin F. Jackson
Martin F. Jackson
Executive Vice President and Chief Financial Officer