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HomeMy WebLinkAbout01-2485-'Do~tor'name~ (lost name first if individual) add reading address: MILLENNIUM REHAB SERVICES, LLC 4716 OLD GETTYSBURG ROAD, P.O. BOX 2034 MECHANICSBURG, PA 17055 Tax ID: 23-2917223 Debtor name (fast nome first if individual) and mad{ne address: Debtor name (last name first if individual) and mailing address: FINANCING STATEMENT Uniform Commercial Code Form UCC- 1 IMPORTANT-Please read inetructiono on revered side of page 4 before completing Filing No. (stamped by filing officer): Date, Time, Filing Office Istamped by filing o This Financing Statement is presented for filing pursua.t to the Uniform Commercial Code, and is to be filed with the (check applkable box) r-[ Secretary of the Commonwealth. · ,rProthunotary of Cumberland County. [~ real estate records of __ County. lb Secured Party(les) names(s) (last name first if individual) and address for security interest information: THE CHASE MANHATTAN BANK, AS COLLATERAL AGENT P.O. BOX 2558, HOUSTON, TX 77252-2558 2 Assignee(s) of Secured Party name(s) (lost nome first if individual) and address for security interest information: 2a Special Types of Parties (check if applicable): [3 The terms "Debtor" and "Secured Party" mean "Lessee" and "bessoL" respectively, E~ The terms "Debtor" and "Secured Party" mean "Consignee" end "Consignor," respectively [3 Debtor is a Transmitting Ufibty. 3 SECURED PARTY SIGNATURE(S) This statement is bled with only the Secured Party's signature to perfect a security interest in cngateral (check appbcoble box(es))- a. [3 ocquired after a change of name, identity ar corporate structure of the Debtor, b. ~ os to which the filing has lapsed. c. already subject to a security interest in onother county in Pennsy~vaaia- ~wbeo the collateral was moved to this county. ~when the Debtor's residence or place of business was moved to this county. d, already subject to a security interest in another jurisdiction- [3when the colfataraf was moved to Pennsyfvaoia. Dwben tbe Debtor's ideation was moved to Pennsylvania. e, [D which is proceeds of the collateral described in block 9, in which a security interest was previously perfected (also describe proceeds in block B, if purchased with cash proceeds and not adequately described go the original financing statement). Secured Party Signatore(o) (required only if box(es) is checked above): THE CHASE MANHATTAN BANK, AS COLLATERAL AGENT Number of Additional Sheets (if any): Optional Special Identification (Max 10 characters): CDLLATERAL Identify collateral by item and/or type: See Attached {[(check only if desired) Products of the collatera~ are also covered identify related real estate, if applicable: The collateral is, or includes (check appropriate ho×Ins)l- a. E] crops growing or to he grown on - b. [] goods which are or are to become fixtures on - c. [] minerals or the like (including og and gas) as extracted on ~ d, [~ accounts resulting from the sale of minerals or the bke (including og and gas) at the wellhead o minehead on - the fogowing rem estate: Street Address: Described at: Book of Icheck one) [] Deeds [] Mortgages, at Page(s) for County Uniform Parcel identifier [] Described on Additional Sheet. Name of record owner )required only if no Debtor has an interest of record): DEBTOR SIGNATURE(S) Debtor Signatore(s): MILLENNIUN REHAB SERVICES, LLC la See Attached For Signature 10 lb RETURN RECEIPT TO; See Attached For Singature (?)FILING OFFICE ORIGINAL NOTE-This page will not: be returned by the Department of State 11 12 ~A DEPI. OF Optional Special Identification IMax 10 characters}: ~'~,~ q ~ ~ "~11~ C5330030 33 A. This Annex I, consisting of six (6) pages, is. attached to and incorporated in a financing statement pertaining to (i) the the US Security Agreement dated as of ,S,.eptembcr 22, 2000 (the "Security Agl~ement"), among Select Medical Corporation, (the ' o..~q_z~lz~.g"), each Subsidiary of the Company listed on Sc~ ,ed. ule I thereto or beCOming a party thereto as provided in Section 7.15 thereof (the "Subsidiary Gtlatantots", the Company and the Subsldia.ty Grantors being referred to collectively as the "Grantors") and The Chase Manhattan B~ ~a~c_,, a New York banking corpomtinn ("Chase")~ as collat~al agent (in such capacity, the' Collateral Agent") for the Secured Parties (as defined below), and (ii) the Credit Agreement dated as of September 22, 2000 (as amended, supplemented or otharxvise modified from time to ti~e, the ,Credit Agreement"), among the Company; Canadian Back Institute Limited, a wholly owned subsidiary of the Company ("CBIL"); the lenders bo.m time to time party the~to (the "Lender"); The Chase Manhattan Bank, as US administrative agent (in such capacity, the "US Agent") and as collateral agent (in such capacity, the "Collateral Agent"); The Chase Manhattan Bank of Canada, as Canadian Agent; Bane of America Securities LLC, as Syndication Agent; and CIBC, Inc., as Documentation Agent. The Financing Statement that this Annex I is attached to covers all of the following, whether now owned or hereafter acquired (collectively, the "Collateral"): (i) all Accounts Rights; (ii) all Documants; (iii) all Inventory; (iv) all Chattel Paper; (v) all Contract Rights; (vi) all Equipment; (vii) all General Intangibles; (viii) all cash and cash accounts; (ix) all Intellectual Property (x) all Investment Property; and (xi) all Proceeds; provided that "Collateral" shall not include any Excluded Asset. B. As used herein, the following terms shall have the following meanings: "Account Debtor" shall mean any person who is or who may become obligated to any Grantor under, with respect to or op. account of an Account. "Account Rights" shall mean all Accounts and all right, any returned goods, together with all rights~ titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired. "Accounts" shall mean any and all tight, title and interest of any Orantor to payment for goods and services sold or leased, including any such fight evidenced by chattel paper, whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter acquired or arising in the future, including payments due from Affiliates of the Grantors. "Chattel Paper" shall mean (.a) a wtiting or writings which evidence both a monetary obligation and a security interest _m,,or a lease of specific Equipment and (b) all other property now or hereMter constituting chattel paper" under the Uuiform Commercial Code as in effect in the State of New York or its equivalem in other jurisdictions, in each case that are now or hereaf~ owned by Grantor, "Commodity Account" shall mean an amount maintained by a Commodity Intermediary in which a Commodity Contract is carried for a Commodity Customer. "Commodiw Contract" shall mean a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each ease, is (a) traded on or subject to the rules of a board of trade that has been designated as a conWact market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board oftxade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer. "Commodiw Customer" shall mean a person for whom a Commodity Intermediary terries a Commodity Contract on its books. "Commodity Intermediary" shall mean (a) a person who is registered as a futures commission merchant under the federal commodities laws or Co) a person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws. "Contract Rights" shall mean the rights of any Grantor to bill and receive payment for completed work under any and all contracts, agreements or purchase orders. "Copwight License" shall mean any written agreement, now or hereafter in effect, granting any fight to any Grantor under any Copyright now or hereafter owned by any third party, and all fights of such Grantor under any such agreement. "Copyri~ts" shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright fights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other co,,untry, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or any similar offices in any other country. "Documents" shall mean all instruments, certificates rcpresentin8 shares of capital securities, files, records, ledger sheets and documents covering or relating to any of the Collateral. "Entitlement Holder" shall mean a person identified in the records of a Securities Intermediary as the person having a Security Entitlement against the Securities Intermedimy. ff a person acquires a Security Entitlement by virtue of Section 8-501 (b)(2) or (3) of the Uniform Commercial Code, such person is thc EntiQement Holder. "Equip~em" shall mean all equipment, furniture end furnishings and all tangible personal property similar to any of the foregoing, Including Rolling Stock, tools, parts and supplies of every kind and description, and all improvements, accessions or appurtenances thereto, that are now or hereafter owned by any Grantor. The term Equipment shall include Fixtures. "Excluded Asset" meens any asset subject to a Lien permitted pursuant to Section 6.010) or (k) of the Credit Agreement to the extent the agreement or applicable law creating such Lien or the Indebtedness secured by such Lien prohibits the granting of a second Lien on such asset or the granting of a second Lien on such asset Would cause the foreclosure or forfeiture of such asset; ~rovided that upon the termination of all prior Liens on eny of the foregoing assets, such asset shall cease to be en Excluded Asset. "Financial Asset" shall mcan (a) a Security, (b) an obligation of a person or a share, participation or other interest In a person or in property or an enterprise of a person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized In eny area in which it is issued or dealt in as a medium for Investmem or (c) any property that is held by a Securities Intermediary for another person in a Securities Account if the Securities Intermediary has expressly agreed with the other person that the property is to be treated as a Financial Asset under Article 8 of the Uniform Commercial Code. As the context requires, the term Financial Asset shall mean either the interest itself or the means by which a person's claim to it is evidenced, Includ,ing a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement. "Fixtures" shall mean all items of Equipment, whether now owned or here- after acquired, of any Grantor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto. "Gener01 Intangibles" shall mean all choses in action and causes of action and all other assignable intangible personal property of any Grantor of every kind and nature (other than Account Rights) now owned or hereafter acquired by eny Grantor, including all fights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other busIness records, indemnification claims and contract fights (including (a) rights under leases, whether entered into as lessor or lessee (but excluding real estate leases), (b) rights under any Hedging Agreement, (c) any intercompany payment obligations not evidenced by any instrument, (d) any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or herea~er owned by any Grantor or which such Grantor otherwise has the right to license, and all fights of such C-mntor under any such agreement, (e) any written agreement, now or hereafter in effect, granting to eny third party any right to make, use or sell any invention on which a Patent, now or hereafter existence, and all fights of any Grantor under any such agreement, (0 any written agreement, now or hereafter in effect, granting any right to any third pa~ to use any Trademark now or hereafter owned by any Orantor or which such Grantor otherwise has the right to license, and alt rights of such ..Grantor under any such agreement, and (g)other agreements, goodwill, registrations, fi~anchises, tax ~efund claims and any letter of credit, guarantee, claim, security interest or other security held by or ~ .gr~..te~ to any Grantnr to secure payment by an Account Debtor of any of the Account Rights). "Intellectual Prepertv" shall mean ail intangible, intellectual and similar property of any Grantor of every kind and nature now owned or hareat~er acquired by any Crrantor, including inventions, desisns, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or propri~zxy technical and business infom~ation, know-how, show- how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and francMses, and all additions, improvements and accessions to, and books andrrecords describing or used in connection with, any of the foregoing. "vlgY&R~l~" shall mean alt goods of any Grantor, whether now owned or hereafter acquired, held for sale or lease, or furnished or to be furnished ~by any Oramor under contracts of service or consamed in any Grentofs business, including raw raateriais, intermediates, work in process, packaging materials, flrfished goods, semi- finished inventory, scrap inventory, manufacturing supplies and spare parts, and all such goods that have been returned to or repossessed by or on behalf of any Caantor. "Investment Property" shall mean all Secmities (whether certificated or uncenifieated), Security Entitlements, Securities Aeceunts, Comraodity Contracts and Commodity Accounts of any Orantor, whether now owned or hereatter acquired by any Grantor. "LicenSe" shall mean any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a pan'y, other than those licenses or license agreements which by their t~rms prohibit (or as t° which applicable law prohibits) assignment or a grant ora security interest by such Crranter. "Obligations" shall mean (a) the due and pancmal payment of (i) the principal of, and premium, if any, 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 une or more dates set for prepayment or otherwise. (ii) each payment required to be made under the Credit Agreement in respect cf any B/A or Letter of Credit, when and as due, including payments in respect of reimbursement of drawings or disbursements, interest thereon and obligations to provide cash collateral and (iii) ail other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any banlauptey, insolvency, receiv- ership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Company, CBIL or any other Subsidiary to the Lenders under the Credit Agreement or any other Loan Document, (b) the due and punctual performance of all eovemmts, agreements, obligations and liabilities of the Loan Parties, monetary or otherwise, under or pursuant to this Agreement and the other Loan Documents, (e) the due and punctual payment of all obligations of the Company or CBIL ul~ 8ac~ H~d~in~ Agreement entered into (i) prior to the date hereof with any cotmterparty that is a Lender (or an Affiliate thereof) on the date hereof or (ii) on or after the date hereof with any counterparty that is a Lender (or an Affiliate thereof) at the time such Hedging Agreement is entered into and (d) the due and punctual payment of all obligations of CBIL or any subsidiary of CBIL under the Designated Canadian Revolving Facilities. "Patent License" shall mean any written agreement, now or hereafter in effect, granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement. "patents" shall mean all of the following now owned or hareafl~r acquired by any Grantor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof and 41 applications for letters patent of the United States or any other country, including regustrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country and Co) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof and the inventions disclosed or claimed there'm, including the fight to make, use and/or sell the inventions disclosed or claimed therein. "Proceeds" shall mean any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destmetxon, loss, thefic, damage or other involuntary convarsion of whatever nature of any asset or property which constitutes Collateral, and shall include, (a) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor or licensed to any Grantor under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereaRer owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed to a Grantor under a Copyright License and CO) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. "Secured parties" shall mean (a) the Lenders, (b) the Facility Agents, (c) the Collateral Agent, (d) the Issuing Bank and (e) each other Person to which any of the Obligations is owed. "Securities" shall mean any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or rite transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, CO) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (c)(i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide tint they are a security excluded by Section 8-103(c), (e), and (t~ of sanh Article). "Securilies Account" shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the .!~s, .on umin _lmm.' g the account undett~es to treat the person for whom the account is mzi~tained as entitled to exercise fights that comprise the Financial Asset, "~ecur/ty Entitlem~ts" shall, mean the rights end property interests of an Entitlement Holder with respect to a Finencual Asset. "SecuriW hterest" shall have the meaning assigned to such term in Section 2,01 "Securities Intormediary",shall m ..e~n (a) a cleating corporation or Co) a person, including a bank or bmkar, that m the ordinary coume of its business maintains securities accounts for others and is acting in that capacity. "Trademark License" shell mean any written agreement, now or hereafter in effect, granting to any Grantor any right to use any Tr~-anark now or hereafter o~cl by any third party, and all rights of any Grantor under any such agreement. "Trademarks" shall mean all of the following now owned or hereafier acquired by any Grantor: (a) all trademarks, servuce marks, trade names, corporate names, company names, business frames, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intaugibles of like nature, now existing or hereafter adopted or acquired, all regismaions and recordings thereof, and all registration applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any Stats of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, Co) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill COMNONWEALTH OF P£NNSYLVAN IA DEPARTMENT OF STATE MARCH 19, 200] TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: MILLENNIUM REHAB SERVICES LLC I, Klm Pizzingrilli, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct photocopy of financing statement number ~111674 and all attached pages which appear of record in this department, IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary's Office to be affixed, the day and year above written. CHEN