SLMC Finance Corporation 4716 Old Gettysburg Road Mechanicsburg, PA 17055

Exhibit 99.1

SLMC Finance Corporation
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000

November 12, 2007

XXXX Health Services, Inc.
0000 Xxxxxxx Xxxx
Xxx 000
Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx

   Re: Termination of Agreement and Plan of Merger

Ladies and Gentlemen:

     Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (the “Merger Agreement”), by and between Select Medical Corporation, a Delaware corporation (“Guarantor”), SLMC Finance Corporation, a Delaware corporation (“Parent”), Cedar Cliff Acquisition Corporation, a Delaware corporation (“Merger Sub”), XXXX Health Services, Inc., a Delaware corporation (the “Company”) and Xxxx X. Xxxxx, as Stockholders’ Agent (the “Stockholders’ Agent”). Each term utilized herein but not otherwise defined herein shall have the meaning given to such term in the Merger Agreement. As used herein, the term “Buyer Parties” shall mean Guarantor, Parent and Merger Sub and the term “Seller Parties” shall mean the Company and the Stockholders’ Agent, in his capacity as such.

     Pursuant to Section 8.1(a) of the Merger Agreement, Parent and the Company hereby terminate the Merger Agreement effective immediately.

     Each Buyer Party acknowledges and agrees in accordance with Section 8.3 of the Merger Agreement that no Seller Party shall have any liability or further obligation to any Buyer Party under the Merger Agreement, and each Buyer Party hereby releases each Seller Party and its Affiliates from any claims that in any way arise from or out of, are based upon, or are in connection with or relate to the Merger Agreement or the transactions contemplated thereby.

     Each Seller Party acknowledges and agrees in accordance with Section 8.3 of the Merger Agreement that no Buyer Party shall have any liability or further obligation to any Seller Party under the Merger Agreement, and each Seller Party hereby releases each Buyer Party and its Affiliates from any claims that in any way arise from or out of, are based upon, or are in connection with or relate to the Merger Agreement or the transactions contemplated thereby.

     The foregoing notwithstanding, the Buyer Parties acknowledge that the provisions of that certain Confidentiality Agreement by and between Guarantor and the Company, dated September 26, 2006, shall continue in full force and effect in accordance with the terms thereof. Further, notwithstanding anything to the contrary contained in Section 8.4 of the Merger Agreement or the Confidentiality Agreement, Buyer Parties agree to return to the Company, at Buyer Parties’ expense, or to destroy, any and all agreements, documents, contracts, instruments, books, records, materials and other information (in any format) regarding the Company or any Company Subsidiary provided to Seller Parties or their representatives in connection with the transactions contemplated by the Merger Agreement, together with

XXXX Health Services, Inc.
November 12, 2007
Page 2

all materials concerning Seller Parties which were derived or developed by Buyer Parties from material obtained from Seller Parties or their representatives, or which contain notes or other work product of Buyer Parties concerning Seller Parties. Within 30 days of this letter, Guarantor shall, by delivery of a certificate of a duly authorized officer of Guarantor, certify the completion of such return and/or destruction. Further, Buyer Parties shall cause Dechert LLP, counsel to Buyer Parties, to return promptly to the Company or Xxxxxxxx, Loop & Xxxxxxxx LLP, counsel to the Seller Parties, all original stock certificates of the Company in its possession tendered by the stockholders of the Company, together with any and all assignments separate from certificates relating to such stock certificates, which certificates and assignments were delivered to such counsel to be held in trust by it pending the closing of the merger contemplated by the Merger Agreement.

     This Letter Agreement may be executed and delivered (including by facsimile or electronic pdf transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

     This letter shall constitute a legally binding agreement of the undersigned.

	Sincerely yours,
	SLMC FINANCE CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	President
	SELECT MEDICAL CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Senior Vice President
	CEDAR CLIFF ACQUISITION CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	President

XXXX Health Services, Inc.
November 12, 2007
Page 3

Acknowledged and Agreed:
XXXX HEALTH SERVICES, INC.
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		President
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, as Stockholders’ Agent

cc: Xxxxxxxx, Loop & Xxxxxxxx LLP
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx, XX 00000-00000
Attention: Xxxxxxx X. Xxxxxx

Xxxxxxx LLP
Xxxx Centre
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx

[Signature Page for Select/XXXX Termination Letter]