Amendment No. 4-A to Credit Agreement among Select Medical Holdings Corporation, Select Medical Corporation, JPMorgan Chase Bank, N.A., and Lenders

Exhibit 10.2

AMENDMENT NO. 4-A

AMENDMENT NO. 4-A (this “Amendment 4-A”), dated as of June 7, 2010, to that certain Credit Agreement, dated as of February 24, 2005, as amended, supplemented and in effect from time to time (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meanings set forth in the Credit Agreement), among SELECT MEDICAL HOLDINGS CORPORATION (“Holdings”), SELECT MEDICAL CORPORATION (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent” and the “Collateral Agent,” respectively), WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CIBC INC., as Co-Documentation Agents, and the several banks and other financial institutions from time to time party thereto as lenders (the “Lenders”).

W I T N E S S E T H:

WHEREAS, Section 9.02 of the Credit Agreement permits the Credit Agreement to be amended from time to time;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE. Amendments.

(a) Section 6.08(b) is hereby amended by deleting the word “and” at the end of subclause (ii) thereof, deleting the period at the end of subclause (iii) thereof and replacing it with “; and” and adding the following subclause (iv) at the end thereof:

“(iv) refinancings of Indebtedness to the extent the Indebtedness being incurred in connection with such refinancing is permitted by Section 6.01.”

SECTION TWO. Conditions to Effectiveness. This Amendment 4-A shall become effective as of the date (the “Effective Date”) when, and only when, (a) the Administrative Agent shall have received counterparts of this Amendment 4-A executed by the Borrower and the Required Lenders and (b) the Borrower shall have paid to the Administrative Agent for the account of each Lender that has returned an executed signature page to this Amendment 4-A to the Administrative Agent at or prior to 12:00 noon, New York City time on June 4, 2010 (the “Consent Deadline”) a fee equal to 0.10% of the sum of (x) of the Tranche B Term Loans or Tranche B-1 Term Loans, if any, of such Lender at the Consent Deadline and (y) the Revolving Commitment or Extended Revolving Commitment, if any, of such Lender at the Consent Deadline. The effectiveness of this Amendment 4-A (other than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof.

SECTION THREE. Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment 4-A, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment 4-A, and both before and after giving effect to the transactions contemplated by this Amendment 4-A

(a) no Default or Event of Default has occurred and is continuing;

(b) the entry into this Amendment 4-A by (x) Holdings and (y) the Borrower has been duly authorized by all necessary corporate or other action of each such entity; and

(c) each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

SECTION FOUR. Reference to and Effect on the Loan Documents. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment 4-A. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment 4-A, are and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment 4-A shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION FIVE. Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment 4-A and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel to the Lenders) in accordance with the terms of Section 9.03 of the Credit Agreement.

SECTION SIX. Execution in Counterparts. This Amendment 4-A may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment 4-A by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment 4-A.

SECTION SEVEN. Governing Law. THIS AMENDMENT 4-A AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT 4-A SHALL BE CONSTRUED AND GOVERNED BY, IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]