Exhibit 10.1
 ASSIGNMENT AND ASSUMPTION  AND AMENDMENT NO. 4
 Fourth Amendment Credit Agreement Holdings Borrower Administrative Agent Collateral Agent Lenders
 W I T N E S S E T H:
  Assignments
  Amendments
  Assignment and Assumption
 Assignor Assignors Assignee Assignees Standard Terms




---



##### 



Assigned
Interest Assigned Interests
 Amendments
  Amendment No. 4
 Amendment No. 4 Effective Date
 Amendment No. 4-A
 Defaulting Lender provided
  -2-




---



##### 



Extended Revolving Availability Period
 Extended Revolving Commitment Schedule 2.01
 Extended Revolving Exposure
 Extended Revolving Lender
 Extended Revolving Loan
 Extended Revolving Maturity Date
 Revolving Commitment Extension Request Schedule 2.01
  -3-




---



##### 



Applicable Percentage provided
 Applicable Rate
 RevolvingRevolving
    
    LoanLoan ABR
    
    Eurodollar
    
    CommitmentLeverage Ratio
    
    Spread
    
    Spread
    
    Fee RateCategory 1>  4.50x
    
    1.50%
    
    2.50%
    
    0.50%Category 2> 4.00x and < 4.50x
    
    1.25%
    
    2.25%
    
    0.50%Category 3>  3.50x and < 4.00x
    
    1.00%
    
    2.00%
    
    0.375%Category 4>  3.00x and < 3.50x
    
    0.75%
    
    1.75%
    
    0.375%Category 5
< 3.00x
    
    0.50%
    
    1.50%
    
    0.375%
   -4-




---



##### 



ExtendedExtended
    
    Revolving
    
    ExtendedRevolving
    
    Loan
    
    Revolving LoanLoan ABR
    
    Eurodollar
    
    CommitmentLeverage Ratio
    
    Spread
    
    Spread
    
    Fee RateCategory 1> 3.50x
    
    3.00%
    
    4.00%
    
    0.75%Category 2> 3.00x and < 3.50x
    
    2.75%
    
    3.75%
    
    0.50%Category 3> 2.50x and < 3.00x
    
    2.50%
    
    3.50%
    
    0.50%Category 5
< 2.50x
    
    2.00%
    
    3.00%
    
    0.375%
 provided
 Class
 Commitment
 Interest Election Request provided Exhibit F
  -5-




---



##### 



Interest Period provided
 LC Exposure plus
 Permitted Acquisitions
  -6-




---



##### 



Required Lenders
 Revolving Commitment Schedule 2.01
 Revolving Exposure
 Supermajority Lenders
   Commitments and Extension Requests
  -7-




---



##### 



Schedule 2.01 Exhibit A
  provided
      -8-




---



##### 



Requests for Borrowings provided
          -9-




---



##### 



Swingline Loans
 provided
  mutatis mutandis provided
  -10-




---



##### 



Letters of Credit
 General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
  -11-




---



##### 



Expiration Date
 Participations
 Reimbursement provided
  -12-




---



##### 



mutatis mutandis
 Obligations Absolute provided
  -13-




---



##### 



Disbursement Procedures provided
 Interim Interest provided
 Replacement of the Issuing Bank
  -14-




---



##### 



Cash Collateralization plus provided
 Additional Issuing Banks
  provided
  -15-




---



##### 



Interest Elections
            -16-




---



##### 



Termination and Reduction of Commitments
 1 2
   
 1
    
    Relates to Tranche B Term Loans incurred on February 24, 2005.2
    
    Relates to Tranche B-1 Term Loans incurred on August 5, 2009.  -17-




---



##### 



provided
  provided
    -18-




---



##### 



provided
      -19-




---



##### 



provided
  provided
     -20-




---



##### 



provided
     -21-




---



##### 



Defaulting Lenders
      first second
     -22-




---



##### 



Effect of Amendment No. 4 on Mortgages
    -23-




---



##### 



provided
 provided
 provided
 Conditions to Effectiveness Amendment Effective Date
   -24-




---



##### 



Section 5.07
 llp
    -25-




---



##### 



Representations and Warranties
    Administrative Provisions; Reference to and Effect on the Loan
Documents
  Schedule 2.01 Schedule 2.01 Schedule 2.01 Schedule 2.01
  -26-




---



##### 



Costs, Expenses and Taxes llp
 Execution in Counterparts
 Governing Law THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS FOURTH AMENDMENT SHALL BE CONSTRUED AND GOVERNED BY, IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.
   -27-




---



##### 



SELECT MEDICAL CORPORATION,
as the BorrowerBy:
    /s/ Martin F. JacksonName:
    Martin F. JacksonTitle:
    Executive Vice President & CFOSELECT MEDICAL HOLDINGS CORPORATIONBy:
    /s/ Martin F. JacksonName:
    Martin F. JacksonTitle:
    Executive Vice President & CFO  S-1




---



##### 



EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE II HERETOBy:
    /s/ Martin F. JacksonName:
    Martin F. JacksonTitle:
    Vice President  S-2




---



##### 



JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy:
    /s/ Dawn L. LeeLumName:
    Dawn L. LeeLumTitle:
    Executive DirectorJPMORGAN CHASE BANK, N.A.,
as Issuing BankBy:
    /s/ Dawn L. LeeLumName:
    Dawn L. LeeLumTitle:
    Executive Director  S-3




---



##### 



JPMORGAN CHASE BANK, N.A.,
as LenderBy:
    /s/ Dawn L. LeeLumName:
    Dawn L. LeeLumTitle:
    Executive Director  S-4




---



##### 



JPMORGAN CHASE BANK, N.A.,
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Dawn L. LeeLumName:
    Dawn L. LeeLumTitle:
    Executive Director  S-5




---



##### 



GOLDMAN SACHS BANK USA, as LenderBy:
    /s/ Mark WaltonName:
    Mark WaltonTitle:
    Authorized Signatory  S-6




---



##### 



MERRILL LYNCH CAPITAL CORPORATION, as LenderBy:
    /s/ Kaia UpdikeName:
    Kaia UpdikeTitle:
    Vice President  S-7




---



##### 



MORGAN STANLEY BANK, N.A., as LenderBy:
    /s/ Sherrese ClarkeName:
    Sherrese ClarkeTitle:
    Authorized Signatory  S-8




---



##### 



MORGAN STANLEY SENIOR FUNDING, INC., as LenderBy:
    /s/ Sherrese ClarkeName:
    Sherrese ClarkeTitle:
    Vice President  S-9




---



##### 



WELLS FARGO BANK, N.A., successor by
merger to Wachovia Bank, National Association, as LenderBy:
    /s/ Kent S. DavisName:
    Kent S. DavisTitle:
    Managing Director  S-10




---



##### 



WELLS FARGO BANK, N.A., successor by merger to
Wachovia Bank, National Association as Assignor,
as to Section One of Assignment and Assumption and Amendment No. 4By:
    /s/ Kent S. DavisName:
    Kent S. DavisTitle:
    Managing Director  S-11




---



##### 



ROYAL BANK OF CANADA, as LenderBy:
    /s/ Mustafa TopiwallaName:
    Mustafa TopiwallaTitle:
    Authorized Signatory  S-12




---



##### 



PNC BANK, NATIONAL ASSOCIATION,
as LenderBy:
    /s/ Marie T. BoyerName:
    Marie T. BoyerTitle:
    Senior Vice President  S-13




---



##### 



MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P. as Collateral Manager, as LenderBy:
    /s/ Daniel H. SmithName:
    Daniel H. SmithTitle:
    Authorized Signatory  S-14




---



##### 



LOAN FUNDING VI LLC, for itself or as agent for
Corporate Loan Funding VI LLC, as Assignor, as to
Section One of Assignment and Assumption and
Amendment No. 4By:
    /s/ Daniel H. SmithName:
    Daniel H. SmithTitle:
    Authorized Signatory  S-15




---



##### 



UNION SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P. as Collateral
Manager, as LenderBy:
    /s/ Daniel H. SmithName:
    Daniel H. SmithTitle:
    Authorized Signatory  S-16




---



##### 



CIBC INC.,
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Caroline AdamsName:
    Caroline AdamsTitle:
    Agent  S-17




---



##### 



GENERAL ELECTRIC CAPITAL CORPORATION, as Assignor, as
to Section One of Assignment and Assumption and Amendment No. 4By:
    /s/ Milan PatelName:
    Milan PatelTitle:
    Duly Authorized Signatory  S-18




---



##### 



ING CAPITAL LLC,
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Hsing HuangName:
    Hsing HuangTitle:
    Vice President  S-19




---



##### 



MADISON PARK FUNDING, as Assignor, as to Section One
of Assignment and Assumption and Amendment No. 4By:
    /s/ Thomas FlanneryName:
    Thomas FlanneryTitle:
    Authorized Signatory  S-20




---



##### 



CSAM FUNDING IV, as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ Thomas FlanneryName:
    Thomas FlanneryTitle:
    Authorized Signatory  S-21




---



##### 



LOAN FUNDING VII LLC
By: Highland Capital Management, L.P., as
Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Jason PostName:
    Jason PostTitle:
    Operations Director  S-22




---



##### 



SOUTHFORK CLO, LTD.
By: Highland Capital Management, L.P., as
Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Jason PostName:
    Jason PostTitle:
    Operations Director  S-23




---



##### 



HIGHLAND LEGECY LIMITED
By: Highland Capital Management, L.P., as
Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Jason PostName:
    Jason PostTitle:
    Operations Director  S-24




---



##### 



LOAN FUNDING IV LLC
By: Highland Capital Management, L.P., as
Collateral Manager
By: Strand Advisors, Inc., Its General
Partner,
as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Jason PostName:
    Jason PostTitle:
    Operations Director  S-25




---



##### 



THE CIT GROUP / EQUIPMENT FINANCING, INC.,
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Terence SullivanName:
    Terence SullivanTitle:
    Managing Director  S-26




---



##### 



CITIZENS BANK OF PENNSYLVANIA
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Carol CastleName:
    Carol CastleTitle:
    Senior Vice President  S-27




---



##### 



BABSON CLO LTD. 2004-I, as Lender
By: Babson Capital Management LLC as Collateral ManagerBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-28




---



##### 



BABSON CLO LTD. 2004-I, as Assignor, as to Section
One of Assignment and Assumption and Amendment No. 4
By: Babson Capital Management LLC as Collateral ManagerBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-29




---



##### 



BABSON CLO LTD. 2005-I, as Lender
By: Babson Capital Management LLC as Collateral ManagerBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-30




---



##### 



BABSON CLO LTD. 2005-I, as Assignor, as to Section
One of Assignment and Assumption and Amendment No. 4
By: Babson Capital Management LLC as Collateral
ManagerBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-31




---



##### 



MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as
Lender
By: Babson Capital Management LLC as Investment
AdviserBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-32




---



##### 



MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as
Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4
By: Babson Capital Management LLC as Investment AdviserBy:
    /s/ Arthur McMahonName:
    Arthur McMahonTitle:
    Director  S-33




---



##### 



GRAYSTON CLO II 2004-1 LTD. as Assignor, as to
Section One of Assignment and Assumption and
Amendment No. 4By:
    /s/ Anthony StarkBy: UrsaMine Credit Advisors LLC as its Collateral ManagerName:
    Anthony StarkTitle:
    Senior Vice-President  S-34




---



##### 



GALLATIN CLO II 2005-1 LTD, as Assignor, as to
Section One of Assignment and Assumption and
Amendment No. 4By:
    /s/ Anthony StarkBy: UrsaMine Credit Advisors LLC as its Collateral ManagerName:
    Anthony StarkTitle:
    Senior Vice-President  S-35




---



##### 



GALLATIN CLO III 2007-1 LTD, as Assignor, as to
Section One of Assignment and Assumption and
Amendment No. 4By:
    /s/ Anthony StarkBy: UrsaMine Credit Advisors LLC as its Collateral ManagerName:
    Anthony StarkTitle:
    Senior Vice-President  S-36




---



##### 



RAYMOND JAMES BANK, FSB
as Assignor, as to Section One of Assignment and
Assumption and Amendment No. 4By:
    /s/ Kathy BennettName:
    Kathy BennettTitle:
    Vice President  S-37




---



##### 



CENT CDO 12 LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-38




---



##### 



CENT CDO 12 LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as LenderBy:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-39




---



##### 



CENT CDO XI LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-40




---



##### 



CENT CDO XI LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as LenderBy:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-41




---



##### 



CENTURION CDO 9 LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as Assignor, as to Section One of Assignment
and Assumption and Amendment No. 4By:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-42




---



##### 



CENT CDO 9 LIMITED
By: Columbia Management Investment Advisers, LLC,
fka RiverSource Investments, LLC as Collateral
Manager, as LenderBy:
    /s/ Robin C. StancilName:
    Robin C. StancilTitle:
    Director of Operations  S-43




---



##### 



INVESCO VAN KAMPEN SENIOR LOAN FUND
By: Invesco Senior Secured Management, Inc. as
Sub-advisor as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ John HayesName:
    John HayesTitle:
    Executive Director  S-44




---



##### 



INVESCO VAN KAMPEN SENIOR INCOME TRUST
By: Invesco Senior Secured Management, Inc. as
Sub-advisor as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ John HayesName:
    John HayesTitle:
    Executive Director  S-45




---



##### 



INVESCO PRIME INCOME TRUST
By: Invesco Senior Secured Management, Inc. as
Sub-advisor as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ John HayesName:
    John HayesTitle:
    Executive Director  S-46




---



##### 



CASPIAN SELECT CREDIT MASTER FUND LTD.,
 as Assignor,
as to Section One of Assignment and Assumption and
Amendment No. 4By:
    /s/ Richard D. Holahan Jr.Name:
    Richard D. Holahan Jr.Title:
    Authorized Signatory  S-47




---



##### 



GRAYSON & CO
By: Boston Management and Research as Investment
Advisor, as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ IllegibleName:
    IllegibleTitle:
    Vice President  S-48




---



##### 



EATON VANCE MEDALLION FLOATING-RATE INCOME PORTFOLIO
By: Eaton Vance Management As Investment
Advisor, as Assignor, as to Section One of
Assignment and Assumption and Amendment No. 4By:
    /s/ IllegibleName:
    IllegibleTitle:
    Vice President  S-49




---



##### 



Amount ofRevolving
    
    
    
    
    
    
    
    
    
    
    Amount ofCommitments
    
    
    
    
    
    
    
    
    CommitmentsImmediately
    
    
    Amount of
    
    
    Amount of
    
    
    ImmediatelyPrior to
    
    
    Revolving
    
    
    Revolving
    
    
    AfterAssignment
    
    
    Commitments
    
    
    Commitments
    
    
    AssignmentInstitution
    
    Effectiveness
    
    
    Assigned
    
    
    Assumed
    
    
    EffectivenessJPMorgan Chase Bank, N.A.
    
    $
    35,666,666.67
    
    
    $
    0.00
    
    
    $
    13,437,608.83
    
    
    $
    49,104,275.50Goldman Sachs Bank USA
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    49,104,275.50
    
    
    $
    49,104,275.50Merrill Lynch Capital Corporation
    
    $
    32,666,666.67
    
    
    $
    0.00
    
    
    $
    16,437,608.83
    
    
    $
    49,104,275.50Morgan Stanley Bank, N.A.
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    39,104,275.50
    
    
    $
    39,104,275.50Morgan Stanley Senior Funding, Inc.
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    10,000,000.00
    
    
    $
    10,000,000.00Wells Fargo Bank, N.A.
    
    $
    47,666,666.67
    
    
    $
    7,666,666.67
    
    
    $
    0.00
    
    
    $
    40,000,000.00Royal Bank of Canada
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    40,000,000.00
    
    
    $
    40,000,000.00PNC Bank, National Association
    
    $
    15,000,000.00
    
    
    $
    0.00
    
    
    $
    5,000,000.00
    
    
    $
    20,000,000.00Blackstone Debt Advisors L.P.
    
    $
    5,000,000.00
    
    
    $
    1,417,102.00
    
    
    $
    0.00
    
    
    $
    3,582,898.00CIBC Inc.
    
    $
    20,000,000.00
    
    
    $
    20,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00General Electric Capital Corporation
    
    $
    20,000,000.00
    
    
    $
    20,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00ING Capital LLC
    
    $
    20,000,000.00
    
    
    $
    20,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Highland Capital Management, L.P.
    
    $
    16,000,000.00
    
    
    $
    16,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00The CIT Group/ Equipment Financing, Inc.
    
    $
    15,000,000.00
    
    
    $
    15,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Citizens Bank of Pennsylvania
    
    $
    15,000,000.00
    
    
    $
    15,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00CSAM Funding IV
    
    $
    5,000,000.00
    
    
    $
    5,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Madison Park Funding
    
    $
    10,000,000.00
    
    
    $
    10,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Babson Capital Management LLC
    
    $
    10,000,000.00
    
    
    $
    10,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00UrsaMine Credit Advisors LLC
    
    $
    7,500,000.00
    
    
    $
    7,500,000.00
    
    
    $
    0.00
    
    
    $
    0.00Raymond James Bank, FSB
    
    $
    6,500,000.00
    
    
    $
    6,500,000.00
    
    
    $
    0.00
    
    
    $
    0.00Columbia Management Investment Advisers, LLC
    
    $
    5,000,000.00
    
    
    $
    5,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Invesco Senior Secured Management, Inc.
    
    $
    5,000,000.00
    
    
    $
    5,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Invesco Senior Secured Management, Inc.
    
    $
    4,000,000.00
    
    
    $
    4,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Caspian Select Credit Master Fund Ltd.
    
    $
    3,000,000.00
    
    
    $
    3,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Boston Management & Research
    
    $
    1,000,000.00
    
    
    $
    1,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Eaton Vance Management
    
    $
    1,000,000.00
    
    
    $
    1,000,000.00
    
    
    $
    0.00
    
    
    $
    0.00Total:
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    300,000,000.00




---



##### 



1.
    
    Advantage Rehabilitation Clinics, Inc.2.
    
    American Transitional Hospitals, Inc.3.
    
    Argosy Health, LLC4.
    
    Athens Sports Medicine Clinic, Inc.5.
    
    Atlantic Rehabilitation Services, Inc.6.
    
    Baseline Rehabilitation, Inc.7.
    
    Buendel Physical Therapy, Inc.8.
    
    Cedar Cliff Acquisition Corporation9.
    
    C.E.R.  West, Inc.10.
    
    C.O.A.S.T. Institute Physical Therapy, Inc.11.
    
    CCISUB, Inc.12.
    
    Cenla Physical Therapy & Rehabilitation Agency, Inc.13.
    
    Center for Evaluation & Rehabilitation, Inc.14.
    
    CenterTherapy, Inc.15.
    
    Community Rehab Centers of Massachusetts, Inc.16.
    
    Crowley Physical Therapy Clinic, Inc.17.
    
    Dade Prosthetics & Orthotics, Inc.18.
    
    Douglas Avery & Associates, Ltd.19.
    
    Eagle Rehab Corporation [Delaware entity]20.
    
    Eagle Rehab Corporation [Washington entity]21.
    
    Elk County Physical Therapy, Inc.22.
    
    Fine, Bryant & Wah, Inc.23.
    
    Gallery Physical Therapy Center, Inc.24.
    
    Georgia Physical Therapy of West Georgia, Inc.25.
    
    Georgia Physical Therapy, Inc.26.
    
    GP Therapy, L.L.C.27.
    
    Greater Sacramento Physical Therapy Associates, Inc.




---



##### 



28.
    
    Gulf Breeze Physical Therapy, Inc.29.
    
    Hand Therapy and Rehabilitation Associates, Inc.30.
    
    Hand Therapy Associates, Inc.31.
    
    Hawley Physical Therapy, Inc.32.
    
    Hospital Holdings Corporation33.
    
    Hudson Physical Therapy Services, Inc.34.
    
    Indianapolis Physical Therapy and Sports Medicine, Inc.35.
    
    Intensiva Healthcare Corporation36.
    
    Intensiva Hospital of Greater St. Louis, Inc.37.
    
    Johnson Physical Therapy, Inc.38.
    
    Joyner Sportsmedicine Institute, Inc.39.
    
    Kentucky Rehabilitation Services, Inc.40.
    
    Kessler Assisted Living Corporation41.
    
    Kessler Institute for Rehabilitation, Inc.42.
    
    Kessler Occupational Medicine Centers, Inc.43.
    
    Kessler Orthotic & Prosthetic Services, Inc.44.
    
    Kessler Physical Therapy & Rehabilitation, Inc.45.
    
    Kessler Professional Services, LLC46.
    
    Kessler Rehab Centers, Inc.47.
    
    Kessler Rehabilitation Corporation48.
    
    Kessler Rehabilitation of Maryland, Inc.49.
    
    Kessler Rehabilitation Services, Inc.50.
    
    Madison Rehabilitation Center, Inc.51.
    
    MCA Sports of Amarillo, Inc.52.
    
    Metro Rehabilitation Services, Inc.53.
    
    Metro Therapy, Inc.54.
    
    Michigan Therapy Centre, Inc.55.
    
    New England Rehabilitation Center of Southern New Hampshire,
Inc.56.
    
    Northside Physical Therapy, Inc.57.
    
    NovaCare Occupational Health Services, Inc.58.
    
    NovaCare Outpatient Rehabilitation East, Inc.59.
    
    NovaCare Outpatient Rehabilitation, Inc.




---



##### 



60.
    
    NovaCare Rehabilitation, Inc.61.
    
    NovaCare Rehabilitation of Ohio, Inc.62.
    
    Pacific Rehabilitation & Sports Medicine, Inc.63.
    
    Peter Trailov R.P.T. Physical Therapy Clinic, Orthopaedic
Rehabilitation & Sports Medicine, Ltd.64.
    
    Physical Therapy Associates, Inc.65.
    
    Physical Therapy Institute, Inc.66.
    
    PR Acquisition Corporation67.
    
    Pro Active Therapy of Ahoskie, Inc.68.
    
    Pro Active Therapy of Greenville, Inc.69.
    
    Pro Active Therapy of North Carolina, Inc.70.
    
    Pro Active Therapy of Rocky Mount, Inc.71.
    
    Pro Active Therapy of South Carolina, Inc.72.
    
    Pro Active Therapy of Virginia, Inc.73.
    
    Pro Active Therapy, Inc.74.
    
    Professional Sports Care Management, Inc.75.
    
    Professional Therapeutic Services, Inc.76.
    
    Professional Therapy Systems, Inc.77.
    
    PTSMA, Inc.78.
    
    Quad City Management, Inc.79.
    
    RCI (Colorado), Inc.80.
    
    RCI (Exertec), Inc.81.
    
    RCI (Michigan), Inc.82.
    
    RCI (S.P.O.R.T.), Inc.83.
    
    RCI (WRS), Inc.84.
    
    Rebound Oklahoma, Inc.85.
    
    Redwood Pacific Therapies, Inc.86.
    
    Rehab Provider Network  East I, Inc.87.
    
    Rehab Provider Network  East II, Inc.88.
    
    Rehab Provider Network  Indiana, Inc.89.
    
    Rehab Provider Network-Michigan, Inc.90.
    
    Rehab Provider Network  New Jersey, Inc.91.
    
    Rehab Provider Network-Ohio, Inc.




---



##### 



92.
    
    Rehab Provider Network  Pennsylvania, Inc.93.
    
    Rehab Provider Network of Colorado, Inc.94.
    
    Rehab Provider Network of Florida, Inc.95.
    
    Rehab Provider Network of New Mexico, Inc.96.
    
    Rehab Provider Network of North Carolina, Inc.97.
    
    Rehab Provider Network of South Carolina, Inc.98.
    
    Rehab Provider Network of Texas, Inc.99.
    
    Rehab Provider Network of Virginia, Inc.100.
    
    RehabClinics, Inc.101.
    
    RehabClinics (GALAXY), Inc.102.
    
    RehabClinics (PTA), Inc.103.
    
    RehabClinics (SPT), Inc.104.
    
    RehabClinics Abilene, Inc.105.
    
    RehabClinics Dallas, Inc.106.
    
    RPN of NC, Inc.107.
    
    Rehabilitation Center of Washington, D.C., Inc.108.
    
    Rehabilitation Hospital of Vancouver, LLC109.
    
    Rehabilitation Institute of Denton, LLC110.
    
    Rehabilitation Institute of North Texas, LLC111.
    
    Select Air II, Inc.112.
    
    Select Employment Services, Inc.113.
    
    Select Hospital Investors, Inc.114.
    
    SelectMark, Inc.115.
    
    Select Medical of Kentucky, Inc.116.
    
    Select Medical of Maryland, Inc.117.
    
    Select Medical of New York, Inc.118.
    
    Select Medical Property Ventures, LLC119.
    
    Select Medical Rehabilitation Clinics, Inc.120.
    
    Select Medical Rehabilitation Services, Inc.121.
    
    Select NovaCare  KOP, Inc.122.
    
    Select NovaCare  PIT, Inc.123.
    
    Select NovaCare   PBG, Inc.124.
    
    Select Physical Therapy Holdings, Inc.




---



##### 



125.
    
    Select Physical Therapy Limited Partnership for Better Living126.
    
    Select Physical Therapy Network Services, Inc.127.
    
    Select Physical Therapy of Albuquerque, Ltd.128.
    
    Select Physical Therapy of Birmingham, Ltd.129.
    
    Select Physical Therapy of Blue Springs Limited Partnership130.
    
    Select Physical Therapy of Cave Springs Limited Partnership131.
    
    Select Physical Therapy of Chicago, Inc.132.
    
    Select Physical Therapy of Colorado Springs Limited Partnership133.
    
    Select Physical Therapy of Denver, Ltd.134.
    
    Select Physical Therapy of Green Bay Limited Partnership135.
    
    Select Physical Therapy of Illinois Limited Partnership136.
    
    Select Physical Therapy of Kendall, Ltd.137.
    
    Select Physical Therapy of Knoxville Limited Partnership138.
    
    Select Physical Therapy of Loraine Limited Partnership139.
    
    Select Physical Therapy of Louisville, Ltd.140.
    
    Select Physical Therapy of Michigan, Inc.141.
    
    Select Physical Therapy of Ohio Limited Partnership142.
    
    Select Physical Therapy of Portola Valley Limited Partnership143.
    
    Select Physical Therapy of Scottsdale Limited Partnership144.
    
    Select Physical Therapy of St. Louis Limited Partnership145.
    
    Select Physical Therapy of West Denver Limited Partnership146.
    
    Select Physical Therapy Orthopedic Services, Inc.147.
    
    Select Physical Therapy Texas Limited Partnership148.
    
    Select Provider Networks, Inc.149.
    
    Select Rehabilitation Hospital  Hershey, Inc.150.
    
    Select Software Ventures, LLC151.
    
    Select Specialty Hospital  Ann Arbor, Inc.152.
    
    Select Specialty Hospital  Arizona, Inc.153.
    
    Select Specialty Hospital  Augusta, Inc.154.
    
    Select Specialty Hospital  Baton Rouge, Inc.155.
    
    Select Specialty Hospital  Battle Creek, Inc.156.
    
    Select Specialty Hospital  Beech Grove, Inc.157.
    
    Select Specialty Hospital  Bloomington, Inc.




---



##### 



158.
    
    Select Specialty Hospital  Brevard, Inc.159.
    
    Select Specialty Hospital  Broward, Inc.160.
    
    Select Specialty Hospital  Central Detroit, Inc.161.
    
    Select Specialty Hospital  Charleston, Inc.162.
    
    Select Specialty Hospital  Cincinnati, Inc.163.
    
    Select Specialty Hospital  Colorado Springs, Inc.164.
    
    Select Specialty Hospital  Columbia, Inc.165.
    
    Select Specialty Hospital  Columbus, Inc.166.
    
    Select Specialty Hospital  Columbus/East, Inc.167.
    
    Select Specialty Hospital  Columbus/University, Inc.168.
    
    Select Specialty Hospital  Conroe, Inc.169.
    
    Select Specialty Hospital  Dallas, Inc.170.
    
    Select Specialty Hospital  Danville, Inc.171.
    
    Select Specialty Hospital  Denver, Inc.172.
    
    Select Specialty Hospital  Des Moines, Inc.173.
    
    Select Specialty Hospital  Durham, Inc.174.
    
    Select Specialty Hospital  Eastern Iowa, Inc.175.
    
    Select Specialty Hospital  Erie, Inc.176.
    
    Select Specialty Hospital  Evansville, Inc.177.
    
    Select Specialty Hospital  Flint, Inc.178.
    
    Select Specialty Hospital  Fort Smith, Inc.179.
    
    Select Specialty Hospital  Fort Wayne, Inc.180.
    
    Select Specialty Hospital  Gainesville, Inc.181.
    
    Select Specialty Hospital  Greensboro, Inc.182.
    
    Select Specialty Hospital  Grosse Pointe, Inc.183.
    
    Select Specialty Hospital  Huntsville, Inc.184.
    
    Select Specialty Hospital  Indianapolis, Inc.185.
    
    Select Specialty Hospital  Jackson, Inc.186.
    
    Select Specialty Hospital  Jefferson County, Inc.187.
    
    Select Specialty Hospital  Johnstown, Inc.188.
    
    Select Specialty Hospital  Kalamazoo, Inc.189.
    
    Select Specialty Hospital  Kansas City, Inc.190.
    
    Select Specialty Hospital  Knoxville, Inc.




---



##### 



191.
    
    Select Specialty Hospital  Lake, Inc.192.
    
    Select Specialty Hospital  Lancaster, Inc.193.
    
    Select Specialty Hospital  Lansing, Inc.194.
    
    Select Specialty Hospital  Laurel Highlands, Inc.195.
    
    Select Specialty Hospital  Leon, Inc.196.
    
    Select Specialty Hospital  Lexington, Inc.197.
    
    Select Specialty Hospital  Little Rock, Inc.198.
    
    Select Specialty Hospital  Little Rock/BMC, Inc.199.
    
    Select Specialty Hospital  Longview, Inc.200.
    
    Select Specialty Hospital  Louisville, Inc.201.
    
    Select Specialty Hospital  Macomb County, Inc.202.
    
    Select Specialty Hospital  Madison, Inc.203.
    
    Select Specialty Hospital  McKeesport, Inc.204.
    
    Select Specialty Hospital  Memphis, Inc.205.
    
    Select Specialty Hospital  Midland, Inc.206.
    
    Select Specialty Hospital  Milwaukee, Inc.207.
    
    Select Specialty Hospital  Nashville, Inc.208.
    
    Select Specialty Hospital  Newark, Inc.209.
    
    Select Specialty Hospital  North Atlanta, Inc.210.
    
    Select Specialty Hospital  North Knoxville, Inc.211.
    
    Select Specialty Hospital  Northeast New Jersey, Inc.212.
    
    Select Specialty Hospital  Northeast Ohio, Inc.213.
    
    Select Specialty Hospital  Northwest Detroit, Inc.214.
    
    Select Specialty Hospital  Northwest Indiana, Inc.215.
    
    Select Specialty Hospital  Oklahoma City, Inc.216.
    
    Select Specialty Hospital  Oklahoma City/East Campus, Inc.217.
    
    Select Specialty Hospital  Omaha, Inc.218.
    
    Select Specialty Hospital  Orlando, Inc.219.
    
    Select Specialty Hospital  Palm Beach, Inc.220.
    
    Select Specialty Hospital  Panama City, Inc.221.
    
    Select Specialty Hospital  Paramus, Inc.222.
    
    Select Specialty Hospital  Pensacola, Inc.223.
    
    Select Specialty Hospital  Phoenix, Inc.




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##### 



224.
    
    Select Specialty Hospital  Pine Bluff, Inc.225.
    
    Select Specialty Hospital  Pittsburgh, Inc.226.
    
    Select Specialty Hospital  Pittsburgh/UPMC, Inc.227.
    
    Select Specialty Hospital  Plainfield, Inc.228.
    
    Select Specialty Hospital  Pontiac, Inc.229.
    
    Select Specialty Hospital  Quad Cities, Inc.230.
    
    Select Specialty Hospital  Reno, Inc.231.
    
    Select Specialty Hospital  Riverview, Inc.232.
    
    Select Specialty Hospital  St. Lucie, Inc.233.
    
    Select Specialty Hospital  Saginaw, Inc.234.
    
    Select Specialty Hospital  San Antonio, Inc.235.
    
    Select Specialty Hospital  Sarasota, Inc.236.
    
    Select Specialty Hospital  Savannah, Inc.237.
    
    Select Specialty Hospital  Sioux Falls, Inc.238.
    
    Select Specialty Hospital-South Dallas, Inc.239.
    
    Select Specialty Hospital  Springfield, Inc.240.
    
    Select Specialty Hospital  Tallahassee, Inc.241.
    
    Select Specialty Hospital  Topeka, Inc.242.
    
    Select Specialty Hospital  TriCities, Inc.243.
    
    Select Specialty Hospital  Tulsa, Inc.244.
    
    Select Specialty Hospital  Tupelo, Inc.245.
    
    Select Specialty Hospital  Western Michigan, Inc.246.
    
    Select Specialty Hospital  Western Missouri, Inc.247.
    
    Select Specialty Hospital  Wichita, Inc.248.
    
    Select Specialty Hospital  Wilmington, Inc.249.
    
    Select Specialty Hospital  Winston  Salem, Inc.250.
    
    Select Specialty Hospital  Youngstown, Inc.251.
    
    Select Specialty Hospital  Zanesville, Inc.252.
    
    Select Specialty Hospitals, Inc.253.
    
    Select Subsidiaries, Inc.254.
    
    Select Synergos, Inc.255.
    
    Select Transport, Inc.256.
    
    Select Unit Management, Inc.




---



##### 



257.
    
    SemperCare Hospital of Fort Myers, Inc.258.
    
    SemperCare Hospital of Hartford, Inc.259.
    
    SemperCare Hospital of Lakeland, Inc.260.
    
    SemperCare Hospital of Lakewood, Inc.261.
    
    SemperCare Hospital of Mobile, Inc.262.
    
    SemperCare Hospital of Pensacola, Inc.263.
    
    SemperCare Hospital of Sarasota, Inc.264.
    
    SemperCare Hospital of Volusia, Inc.265.
    
    SemperCare Hospital of Washington, Inc.266.
    
    SemperCare, Inc.267.
    
    SLMC Finance Corporation268.
    
    Southwest Physical Therapy, Inc.269.
    
    Sports & Orthopedic Rehabilitation Services, Inc.270.
    
    S.T.A.R.T., Inc.271.
    
    Stephenson-Holtz, Inc.272.
    
    Theraworks, Inc.273.
    
    The Rehab Group, Inc.274.
    
    The Rehab Group  Murfreesboro, LLC275.
    
    Vanguard Rehabilitation, Inc.276.
    
    Victoria Healthcare, Inc.277.
    
    Waltham Physical Therapy Associates, Inc.278.
    
    Wayzata Physical Therapy Center, Inc.279.
    
    West Side Physical Therapy, Inc.280.
    
    West Suburban Health Partners, Inc.




---



##### 



EXHIBIT A
 Schedule 2.01
 Loans/Commitments
    
    Aggregate AmountTranche B Term Loans
    
    $
    191,753,428.04Tranche B-1 Term Loans
    
    $
    291,313,881.96Revolving Commitments
    
    $
    0Extended Revolving Commitments
    
    $
    300,000,000.00




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##### 



Standard Terms and Conditions for Assignment and Assumption
  Assignors
 Assignees




---



##### 



Payments provided
 General