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EXECUTION COPY





          NINTH AMENDMENT AND WAIVER dated as of October 22, 2004 (this
“Amendment”), to the Credit Agreement dated as of September 22,
2000 (the “Credit Agreement”), as heretofore amended, among Select
Medical Corporation, a Delaware corporation (the “Company”),
Canadian Back Institute Limited, an Ontario corporation and a
wholly owned subsidiary of the Company (“CBIL” and, together with
the Company, the “Borrowers”), the Lenders party thereto, JPMorgan
Chase Bank, as US Agent and US Collateral Agent, JPMorgan Chase
Bank, Toronto Branch (as successor to J.P. Morgan Bank Canada), as
Canadian Agent and Canadian Collateral Agent, Banc of America
Securities, LLC, as Syndication Agent, and CIBC, Inc., as
Documentation Agent.



          WHEREAS, the Borrowers have requested that the Lenders (such term and each
other capitalized term used but not otherwise defined herein having the meaning
assigned to it in the Credit Agreement) approve the amendment of certain
provisions of the Credit Agreement;



          WHEREAS, the undersigned Lenders are willing, on the terms and subject to
the conditions set forth herein, to approve such amendment;



          NOW, THEREFORE, in consideration of the premises, the Borrowers and the
undersigned Lenders hereby agree as follows:



          SECTION 1. Amendment. Effective as of the Amendment Effective Date (as
defined in Section 4), the parties hereto hereby amend the Credit Agreement as
follows:



          (a) Amendment of Section 1.01. Section 1.01 is hereby amended as follows:



          (i) The definition of “Change of Control” is amended to read as follows:



          “‘Change of Control’ means




     (i) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) or group is or becomes at any time the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause (i) such person or group shall be
deemed to have “beneficial ownership” of all shares that any such person
or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly,
of voting stock of the Company representing in excess of 30% of the total
voting power represented by the issued and outstanding Equity Interests
of the Company;



 









 






     (ii) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Company by Persons who were neither (a)
nominated by the board of directors of the Company nor (b) appointed by
directors so nominated;




     (iii) at any time, the failure of the Company, directly or
indirectly, to (a) own at least 51% of the outstanding shares of voting
stock of CBIL or (b) have the power to direct the management and policies
of CBIL; or




     (iv) at any time, the occurrence of a “change in control” or similar
event, however denominated, under the Senior Subordinated Notes, any
other Indebtedness with a principal amount in excess of $5,000,000 or any
preferred stock of the Company or any Significant Subsidiary.”



          (ii) The definition of “Prepayment Event” is amended by revising paragraph
(c) of such definition to read as follows:




     “(c) the issuance by the Company or any Subsidiary of any Equity
Interests, or the receipt by the Company or any Subsidiary of any capital
contribution, other than any such issuance of Equity Interests to, or
receipt of any such capital contribution from, the Company or a
Subsidiary; or”



          (iii) The definition of “Controlling Shareholders” is deleted in its
entirety.



          (iv) The following new definition is inserted in its proper alphabetical
position:



          ““Exchange
Act” means the Securities Exchange Act of 1934. ”



          (b) Amendment of Section 7.01. Section 7.01 is amended by replacing “; or”
at the end of paragraph (o) with “.” and deleting paragraph (p) in its
entirety.



          SECTION 2. Waiver. The Lenders waive any Default that would not have
occurred had this Amendment been in effect immediately prior to its occurrence.



          SECTION 3. Representations and Warranties. Each of the Borrowers
represents and warrants to each of the Lenders that, after giving effect to the
amendments contemplated hereby, (a) the representations and warranties of such
Borrower set forth in the Credit Agreement are true and correct in all material
respects on and as of the date of this Amendment, 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 in all
material respects as of the earlier date) and (b) no Default has occurred and
is continuing.



          SECTION 4. Effectiveness. This Amendment shall become effective as of the
date (the “Amendment Effective Date”) when the US Agent (or its counsel) shall
have received (i) counterparts of this Amendment signed on behalf of the
Borrowers and



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the Required Lenders or (ii) written evidence satisfactory to the US Agent
(which may include telecopy transmissions of signed signature pages) that the
Borrowers and the Required Lenders have signed counterparts of this Amendment.




          SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



          SECTION 6. No Other Amendments. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of any party under,
the Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. This Amendment shall apply and be effective
only with respect to the provision of the Credit Agreement specifically
referred to herein. This Amendment shall constitute a “Loan Document” for all
purposes of the Credit Agreement and the other Loan Documents.



          SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.



          SECTION 8. Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.



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          IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have caused
this Amendment to be duly executed by their duly authorized officers, all as of
the date first above written.



	 	 	 	 	 
	 	 	SELECT MEDICAL CORPORATION,
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Michael E. Tarvin
	

	 	 	 	

	

	 	 	 	Name: Michael E. Tarvin
	

	 	 	 	Title:   Senior Vice President
	 
	 	 	 	 
	 	 	CANADIAN BACK INSTITUTE LIMITED,
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Michael E. Tarvin
	

	 	 	 	

	

	 	 	 	Name: Michael E. Tarvin

Title:   Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, individually and as US Agent

and US Collateral Agent,
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Stephanie Parker
	

	 	 	 	

	

	 	 	 	Name: Stephanie Parker

Title:   Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, TORONTO BRANCH, individually
	 	 	and as Canadian Agent and Canadian Collateral
	 	 	Agent,
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Stephanie Parker



	

	 	 	 	Name: Stephanie Parker
	

	 	 	 	Title:   Vice President







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	 	 	To approve the Ninth Amendment and Waiver (the

“Amendment”) to the Select Medical Corporation

Credit Agreement dated as of October 22, 2004:
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	Bank of America, N.A.
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Kevin Wagley
	

	 	 	 	

	

	 	 	 	Name: Kevin Wagley
	

	 	 	 	Title: Principal







 









 






	 	 	 	 	 
	 	 	To approve the Ninth Amendment and Waiver (the
	 	 	“Amendment”) to the Select Medical Corporation
	 	 	Credit Agreement dated as of October 22, 2004:
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	CAYLON NEW YORK BRANCH
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Charles Heidsieck
	

	 	 	 	

	

	 	 	 	Name: Charles Heidsieck
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Misha Zabotin
	

	 	 	 	

	

	 	 	 	Name: Misha Zabotin
	

	 	 	 	Title: Managing Director







 









 






	 	 	 	 	 
	 	 	To approve the Ninth Amendment and Waiver (the
	 	 	“Amendment”) to the Select Medical Corporation
	 	 	Credit Agreement dated as of October 22, 2004:
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Paul L. Colon
	

	 	 	 	

	

	 	 	 	Name: Paul L. Colon
	

	 	 	 	Title: Director
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Karim Blasetti
	

	 	 	 	

	

	 	 	 	Name: Karim Blasetti
	

	 	 	 	Title: Associate







 










 






	 	 	 	 	 
	 	 	To approve the Ninth Amendment and Waiver (the
	 	 	“Amendment”) to the Select Medical Corporation
	 	 	Credit Agreement dated as of October 22, 2004:
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Mei Nishiwaki
	

	 	 	 	

	

	 	 	 	Name: Mei Nishiwaki
	

	 	 	 	Title: Duly Authorized Signatory
	 
	 	 	 	 
	

	 	     by:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







 









 






	 	 	 	 	 
	 	 	To approve the Ninth Amendment and Waiver (the
	 	 	“Amendment”) to the Select Medical Corporation
	 	 	Credit Agreement dated as of October 22, 2004:
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	     by:
	 	/s/ Jeanette A. Griffin
	

	 	 	 	

	

	 	 	 	Name: Jeanette A. Griffin
	

	 	 	 	Title: Director
	 
	 	 	 	 
	

	 	     by:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title: