exv10w77






Exhibit 10.77




Executive Park West II

4720 Gettysburg Rd.

Mechanicsburg, PA 17055




Second Addendum to Lease Agreement



This Second Addendum is made as of the 13th day of April, 2009, by and between Old Gettysburg
Associates II, LP, a (“Landlord”), and Select Medical Corporation, a (“Tenant”).




BACKGROUND:





	A.	 	Landlord and Tenant are parties to that certain Office Lease Agreement dated October 1, 2003
(as amended by the First Addendum dated October 1, 2008 thereto, the “Lease”) pursuant to
which Landlord leased to Tenant, and Tenant leased from Landlord, approximately 8,644 rentable
square feet of space in the building located at 4720 Gettysburg Rd., Mechanicsburg,
Pennsylvania. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Lease.






	B.	 	Landlord and Tenant now desire to amend the Lease as hereinafter set forth.




NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and
intending to be legally bound hereby, Landlord and Tenant agree as follows:





Effective on May 1, 2009, the following terms contained in the Basic Lease shall be
amended as follows:




	 	1.	 	Tenant will continue to lease 8,644 rentable square feet in suites 101/102/301.
	 
	 	2.	 	The term for suite 101 and 102 shall continue to be on a month to month basis.
	 
	 	3.	 	The lease for suite 101/102 may be terminated by either party upon a 30 day notice.
	 
	 	4.	 	The term for suite 301, approximately 2,631 RSF will be extended to December
31, 2014.
	 
	 	5.	 	Commencing on May 1, 2009, the Annual Base Rental Rate shall be $21.00 per rentable
square foot. Monthly payments of Annual Base Rental Rate beginning on such date will be
$15,127.00.
	 
	 	6.	 	The Annual Base Rental Increase, commencing on May 1, 2010 and on May 1 of each
subsequent year of the term, will be calculated by multiplying the Annual Base Rental then
in effect by a fraction, the numerator of which shall be the Consumer Price Index for the
full calendar year most recently ended (“Last Full Calendar Year”), and the
denominator of which shall be the Consumer Price Index for the full calendar year




 









 






	 	 	 	immediately preceding the Last Full Calendar Year. For the purposes hereof the term
“Consumer Price Index” shall be deemed to mean the Consumer Price Index for all urban
consumers published by the Bureau of Labor Statistics of the United States Department of
Labor (“US DOL”) for U.S. City Average, All Items (1982-84 = 100). For example, if the
Annual Base Rental Increase was being determined on May 1, 2009, the numerator would be
215.303 (2008), the denominator would be 207.342 (2007) and the Annual Base Rental Increase
would be 3.8%.




All other terms and conditions contained in the Lease and not amended hereby remain in full force
and effect.



IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Addendum to be duly executed.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Landlord: Old Gettysburg Associates II, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	By:
	 	/s/ John Ortenzio	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	 	 	Select Capital Commercial Properties, Inc.	 	 
	 	 	 	 	 	 	John Ortenzio, President	 	 
	 	 	 	 	 	 	Agent for Owner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Dated:
	 	May 21, 2009
 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Tenant:
	 	Select Medical Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:

	 	/s/ James J. Talalai
	 	 	 	By:
	 	/s/ Michael E. Tarvin	 	 
	 

	 	 
	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Michael E. Tarvin	 	 
	 

	 	 	 	 	 	 	 	 

(Print name)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	James J. Talalai
	 	 	 	Title:
	 	Executive Vice President	 	 
	 
	 	 
 	 	 	 	 	 	 
 	 	 
	 

	 	 	 	 	 	Dated:
	 	5/21/09