Executive Park West II 4720 Gettysburg Rd. Mechanicsburg, PA 17055 Second Addendum to Lease Agreement

Exhibit 10.77

Executive Park West II
0000 Xxxxxxxxxx Xx.
Xxxxxxxxxxxxx, XX 00000

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 0000 Xxxxxxxxxx Xx., Xxxxxxxxxxxxx, Xxxxxxxxxxxx. 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/ Xxxx Xxxxxxxx
						Select Capital Commercial Properties, Inc.
						Xxxx Xxxxxxxx, President
						Agent for Owner
						Dated:		May 21, 2009
						Tenant:		Select Medical Corporation
ATTEST:		/s/ Xxxxx X. Xxxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
								Xxxxxxx X. Xxxxxx
								(Print name)
Name:		Xxxxx X. Xxxxxxx				Title:		Executive Vice President
						Dated:		5/21/09