EIGHTH SUPPLEMENTAL INDENTURE

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EXHIBIT 4.3

EIGHTH SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of

February 4, 2005 among Select Medical Corporation, a Delaware corporation (the

"Company"), the Subsidiary Guarantors party hereto (the "Guarantors"), and U.S.

Bank Trust National Association (as successor-in-interest to State Street Bank

and Trust Company), as trustee under the Indenture referred to below (the

"Trustee").

WITNESSETH:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore

become parties to an Indenture dated as of June 11, 2001, as amended (as

amended, supplemented, waived or otherwise modified, the "Indenture"), providing

for the issuance of an aggregate principal amount of $175.0 million of 9 -1/2%

Senior Subordinated Notes due 2009 (the "Notes")

WHEREAS, the Company and the Guarantors propose to amend the Indenture and

the Notes (the "Proposed Amendments"), as contemplated hereby;

WHEREAS, the Company has obtained the consent of the Holders of the Notes

pursuant to the Offer to Purchase and Consent Solicitation Statement dated

January 20, 2005, as amended, supplemented or modified (the "Consent

Solicitation Statement"), to the Proposed Amendments upon the terms and subject

to the conditions set forth therein;

WHEREAS, the Company has received and delivered to the Trustee the consent

of the Holders of at least a majority in aggregate principal amount of the Notes

to the Proposed Amendments;

WHEREAS, all other acts and proceedings required by law, by the Indenture,

and by the organizational documents of the Company and the Guarantors to make

this Supplemental Indenture a valid and binding agreement for the purposes

expressed herein, in accordance with its terms, have been duly done and

performed;

WHEREAS, while this Supplemental Indenture will become effective when

executed, the terms hereof will not become operative until the Notes are

accepted for purchase by the Company pursuant to the tender offer contemplated

by the Consent Solicitation Statement (such acceptance date, the "Operative

Date"); and

WHEREAS, pursuant to Section 902 of the Indenture, the Company and the

Guarantors may amend or supplement the Indenture and the Notes as contemplated

hereby provided that the Holders of at least a majority in aggregate principal

amount of the Notes then outstanding have consented.

NOW, THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, in order to

effect the Proposed Amendments pursuant to Section 902 of the Indenture, the

Company and the Guarantors agree with the Trustee as follows:

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ARTICLE 1

Amendment of Indenture and Notes

1.1 Amendment to Indenture and Notes. Effective as of the Operative Date,

this Supplemental Indenture amends the Indenture and Notes as provided for

herein. If the Operative Date does not occur on or prior to the date that is 90

days following the date of this Supplemental Indenture, then the terms of this

Supplemental Indenture shall be null and void and the Indenture and Notes shall

continue in full force and effect without any modification hereby.

1.2 Amendment of Section 101. Pursuant to Section 902 of the Indenture,

Section 101 of the Indenture is hereby amended by:

(1) deleting in their entirety the definitions of "Additional

Assets," "Asset Disposition," "Average Life," "Change of Control,"

"Consolidated Coverage Ratio," "Consolidated EBITDA," "Consolidated Income

Taxes," "Consolidated Interest Expense," "Consolidated Net Income,"

"Continuing Directors," "EBITDA," "Existing Joint Venture Subsidiary,"

"Net Available Cash," "New Joint Venture Subsidiary," "Permitted Holder,"

"Permitted Investment," "Permitted Liens," "Purchase Money Indebtedness,"

"Refinancing Indebtedness," "Related Business," "Related Business Assets,"

and "Restricted Investment;"

(2) deleting the words "and the related interest expense shall be

included in Consolidated Interest Expense" from clause (b) in the last

paragraph of the definition of "Indebtedness;" and

(3) deleting the proviso at the end of clause (2) of definition of

"Subsidiary."

1.3 Amendment of Section 102. Pursuant to Section 902 of the Indenture,

Section 102 of the Indenture is hereby amended and restated in its entirety as

follows:

Section 102. Other Definitions.

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Defined in

Term Section

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<S> <C>

"Act"................................................................... 108

"Agent Members"......................................................... 312

"Authentication Order".................................................. 303

"Bankruptcy Law"........................................................ 601

"Blockage Notice"....................................................... 1403

"Covenant Defeasance"................................................... 1203

"Custodian"............................................................. 601

"Defaulted Interest".................................................... 307

"Defeasance"............................................................ 1202

"Defeased Notes"........................................................ 1201

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<S> <C>

"Event of Default"...................................................... 601

"Expiration Date"....................................................... 108

"Global Notes".......................................................... 201

"Guaranteed Obligations"................................................ 1301

"IAI"................................................................... 201

"Institutional Accredited Investor Global Note"......................... 201

"Institutional Accredited Investor Physical Note"....................... 201

"Non-payment Default"................................................... 1403

"Note Register" and "Note Registrar".................................... 305

"Notice of Default"..................................................... 601

"pay the Notes"......................................................... 1503

"pay its Subsidiary Guarantee".......................................... 1403

"Payment Blockage Period"............................................... 1403

"Payment Default"....................................................... 1403

"Physical Notes"........................................................ 201

"Private Placement Legend".............................................. 203

"Regular Record Date"................................................... 301

"Regulation S Global Note".............................................. 201

"Regulation S Note Exchange Date"....................................... 313

"Regulation S Physical Notes"........................................... 201

"Rule 144A Global Note"................................................. 201

"Rule 144A Physical Note"............................................... 201

"Subsidiary Guarantor Blockage Notice".................................. 1503

"Subsidiary Guarantor Non-payment Default".............................. 1503

"Subsidiary Guarantor Payment Blockage Period".......................... 1503

"Subsidiary Guarantor Payment Default".................................. 1503

"Successor Company"..................................................... 501

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1.4 Amendment of Section 402. Pursuant to Section 902 of the Indenture,

Section 402 of the Indenture is hereby amended and restated as follows:

Section 402. [INTENTIONALLY OMITTED].

1.5 Amendment of Section 404. Pursuant to Section 902 of the Indenture,

Section 404 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 404. [INTENTIONALLY OMITTED].

1.6 Amendment of Section 405. Pursuant to Section 902 of the Indenture,

Section 405 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 405. [INTENTIONALLY OMITTED].

1.7 Amendment of Section 406. Pursuant to Section 902 of the Indenture,

Section 406 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 406. [INTENTIONALLY OMITTED].

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1.8 Amendment of Section 407. Pursuant to Section 902 of the Indenture,

Section 407 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 407. [INTENTIONALLY OMITTED].

1.9 Amendment of Section 408. Pursuant to Section 902 of the Indenture,

Section 408 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 408. [INTENTIONALLY OMITTED].

1.10 Amendment of Section 409. Pursuant to Section 902 of the Indenture,

Section 409 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 409. [INTENTIONALLY OMITTED].

1.11 Amendment of Section 410. Pursuant to Section 902 of the Indenture,

Section 410 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 410. [INTENTIONALLY OMITTED].

1.12 Amendment of Section 411. Pursuant to Section 902 of the Indenture,

Section 411 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 411. [INTENTIONALLY OMITTED].

1.13 Amendment of Section 412. Pursuant to Section 902 of the Indenture,

Section 412 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 412. [INTENTIONALLY OMITTED].

1.14 Amendment of Section 413. Pursuant to Section 902 of the

Indenture, Section 413 of the Indenture is hereby amended and restated in its

entirety to read as follows:

Section 413. [INTENTIONALLY OMITTED].

1.15 Amendment of Section 414. Pursuant to Section 902 of the Indenture,

Section 414 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 414. [INTENTIONALLY OMITTED].

1.16 Amendment of Section 415. Pursuant to Section 902 of the Indenture,

Section 415 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 415. [INTENTIONALLY OMITTED].

1.17 Amendment of Section 416. Pursuant to Section 902 of the Indenture,

Section 416 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 416. [INTENTIONALLY OMITTED].

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1.18 Amendment of Section 417. Pursuant to Section 902 of the Indenture,

Section 417 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 417. [INTENTIONALLY OMITTED].

1.19 Amendment of Section 418. Pursuant to Section 902 of the Indenture,

Section 418 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 418. [INTENTIONALLY OMITTED].

1.20 Amendment of Section 419. Pursuant to Section 902 of the Indenture,

Section 419 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 419. [INTENTIONALLY OMITTED].

1.21 Amendment of Section 501. Pursuant to Section 902 of the Indenture,

Section 501 of the Indenture is hereby amended and restated in its entirety to

read as follows:

Section 501. When the Company May Merge, etc. The Company will not

consolidate with or merge with or into, or convey, transfer or lease all or

substantially all its assets to, any Person, unless, in each case, either:

(i) the Company shall be the surviving or continuing Person;

(ii) the Person formed by or surviving such consolidation or merger or to

which such conveyance, transfer or lease shall be made (the

"Successor Company") will expressly assume all the obligations of

the Company under the Notes and this Indenture by executing and

delivering to the Trustee a supplement indenture in form

satisfactory to the Trustee; or

(iii) [INTENTIONALLY OMITTED].

1.22 Amendment of Section 601. Pursuant to Section 902 of the Indenture,

the first paragraph of Section 601 of the Indenture is hereby amended and

restated in its entirety to read as follows:

Section 601. Events of Default. Each of the following is an Event of

Default:

(1) the Company defaults in any payment of interest or additional

interest (as required by the Exchange and Registration Rights

Agreement) on any Note when due or payable, and such default

continues for 30 days, whether or not such payment is prohibited by

Article 14;

(2) the Company defaults in the payment of principal of or premium, if

any, on any Note when the same becomes due and payable at its Stated

Maturity, upon optional redemption, upon required repurchase, upon

declaration of acceleration or otherwise, whether or not such

payment is prohibited by Article 14;

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(3) [INTENTIONALLY OMITTED];

(4) [INTENTIONALLY OMITTED];

(5) [INTENTIONALLY OMITTED];

(6) [INTENTIONALLY OMITTED];

(7) [INTENTIONALLY OMITTED];

(8) a court of competent jurisdiction enters an order or decree under

any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case;

(B) appoints a Custodian of the Company or for any substantial

part of its property; or

(C) orders the winding up or liquidation of the Company;

or any similar relief is granted under any foreign laws and the order,

decree or relief remains unstayed and in effect for 60 days;

(9) [INTENTIONALLY OMITTED]; or

(10) [INTENTIONALLY OMITTED].

1.23 Amendment of Section 1204.P