Item 1.01 Entry into a Material Definitive Agreement

On November 6, 2012, Select Medical Corporation ("Select") and Select Medical Holdings Corporation ("Holdings") entered into Amendment No. 2 (the "Amendment") to Select's senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent. The Amendment (1) increased the "Available Amount" by $150 million to correspond with existing "Available Amount" capacity,
(2) amended the definition of "Excess Cash Flow" to reflect that "Excess Cash Flow," for purposes of calculating "Available Amount" capacity, will be calculated on a quarterly, not yearly basis, beginning January 1, 2013 and
(3) made certain other technical amendments. These changes provide Holdings and Select with additional flexibility to make certain restricted payments, including the payment of dividends.

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