FIRST AMENDMENT TO NAMING, PROMOTIONAL AND SPONSORSHIP AGREEMENT

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EXHIBIT 10.63

FIRST AMENDMENT

TO

NAMING, PROMOTIONAL AND SPONSORSHIP AGREEMENT

Dated as of January 1, 2004

The parties to this First Amendment to Naming, Promotional and Sponsorship

Agreement (this "Amendment") are Select Medical Corporation, a Delaware

corporation ("Sponsor"), and Philadelphia Eagles, LLC, a Pennsylvania limited

liability company ("Eagles").

RECITALS

A. NovaCare, Inc., a Delaware corporation ("NovaCare"), and Philadelphia

Eagles Limited Partnership, a Delaware limited partnership ('PELP") have entered

into a Naming, Promotional and Sponsorship Agreement dated October 1, 1997 (such

agreement, as assumed and confirmed by Sponsor pursuant to the Assumption

referred to below, and as amended hereby, the "Naming Rights Agreement"),

pursuant to which NovaCare obtained certain rights with respect to the Eagles

Team. Capitalized terms used but not defined herein have the meanings given to

them in the Naming Rights Agreement.

B. Pursuant to a Consent and Assumption dated November 19, 1999 (the

"Assumption"), Sponsor assumed and agreed to pay, perform and discharge all of

NovaCare's liabilities and obligations under the Naming Rights Agreement,

whether matured or unmatured, fixed or contingent, and whether arising on or

after the date of the Assumption.

C. Eagles is the successor in interest to PELP and owns and operates the

Eagles Team and has the right to grant sponsorship rights with respect to the

Eagles Team.

D. Pursuant to the Eagles Lease, Eagles Stadium Operator, LLC ("ESO") has

the right to operate, and to exploit certain commercial, advertising and related

opportunities at, the football-based stadium located at the southeast corner of

11th Street and Pattison Avenue in Philadelphia, Pennsylvania, currently named

Lincoln Financial Field (as such stadium may be renamed from time to time, the

"New Stadium").

E. Sponsor and Eagles now wish to amend the Naming Rights Agreement on the

terms set forth below.

NOW, THEREFORE, in consideration of the mutual representations, warranties

and covenants contained herein, the parties agree as follows:

1. Amendments to Naming Rights Agreement.

(a) Article I of the Naming Rights Agreement is hereby amended as

follows:

(i) A new definition of "Affiliate" is added as follows:

"'Affiliate' shall mean, with respect to a specified

Person, any other Person

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directly or indirectly controlled by, controlling, or

under common control with the specified Person."

(ii) A new definition of "City" is added as follows: "'City'

shall mean The City of Philadelphia."

(iii) A new definition of "Commonwealth" is added as follows:

"'Commonwealth' shall mean The Commonwealth of

Pennsylvania."

(iv) A new definition of "Eagles Lease" is added as follows:

"'Eagles Lease' shall mean the Sublease and Development

Agreement, dated December 7, 2001, between Eagles (as

successor to Philadelphia Eagles Limited Partnership, a

Delaware limited partnership) and the Philadelphia

Authority for Industrial Development ("PAID"), as

assigned, together with any amendments or replacements

thereto."

(v) The definition of "Home Game" is amended by removing and

replacing the existing definition with the following

definition: "'Home Game' shall mean any Game played at

the New Stadium."

(vi) A new definition of "Stadium Marks" is added as follows:

"'Stadium Marks' shall mean the logos, name, trademarks,

trade names, service marks and any copyrighted design

elements of (or related to) the New Stadium."

(vii) The definition of "New Stadium" is amended by removing

and replacing the existing definition with the following

definition: "'New Stadium' shall mean the football-based

stadium located at the southeast corner of 11th Street

and Pattison Avenue in Philadelphia, Pennsylvania,

currently named Lincoln Financial Field (as such stadium

may be renamed from time to time)."

(viii) A new definition of "NovaCare Optional Services" is

added as follows: "'NovaCare Optional Services" shall

mean those physical therapy, occupational therapy,

rehabilitation, conditioning and nutritional services

requested by the Eagles pursuant to Article V.H."

(ix) A new definition of "Other Events" is added as follows:

"'Other Events' shall mean events held at the New

Stadium other than Home Games, including, without

limitation, (i) events sponsored or conducted by the

City or the Commonwealth and (ii) Private Events."

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(x) A new definition of "Private Events" is added as

follows: "'Private Events' shall mean events held at the

Stadium Premises that are not open to the general

public."

(xi) A new definition of "Stadium Premises" is added as

follows: "'Stadium Premises' shall mean the

approximately 43 acres of land located at the southeast

corner of 11th Street and Pattison Avenue, in the

Thirty-Ninth Ward of the City of Philadelphia, together

with the New Stadium."

(xii) A new definition of "Stadium Standards" is added as

follows: "'Stadium Standards' shall mean the rules,

regulations, standards, guidelines and manuals governing

the use, occupancy and operation of the New Stadium, as

established and amended by ESO from time to time."

(xiii) The definition of "Use Restrictions" is amended by

removing and replacing the existing definition with the

following definition: "'Use Restrictions' shall mean the

applicable provisions of all (i) Laws; (ii) NFL Rules;

and (iii) contractually imposed requirements of any

location, site or medium where (or through which) any

right, benefit or privilege granted to NovaCare may be

held, presented or transmitted, including the Stadium

Standards and other restrictions imposed on users or

advertisers at the New Stadium, in each case, as they

may be adopted, amended, supplemented or otherwise

changed from time to time; provided, however, that

clause (iii) shall not include any contractual

requirements applicable to the NovaCare Complex that may

adversely affect NovaCare's rights that have not been

approved by NovaCare, which approval shall not be

unreasonably withheld, conditioned or delayed."

(b) All references in the Naming Rights Agreement and this Amendment

to "Eagles" shall be deemed to mean Philadelphia Eagles, LLC, a Pennsylvania

limited liability company. All references in the Naming Rights Agreement and

this Amendment to "NovaCare" shall be deemed to mean Select Medical Corporation,

a Delaware corporation.

(c) Article III.A of the Naming Rights Agreement is amended by

removing the words "will provide for NovaCare's benefit" and replacing them with

the words "will provide, or cause to be provided, for NovaCare's benefit".

(d) Article III.B(ii) of the Naming Rights Agreement is amended by

removing and replacing the existing text in its entirety with the following:

"(ii) the exclusive right to receive Name recognition on the

facade of the main office complex; the marquee at the entrance

to the NovaCare Complex; the road/directional signage leading

to the NovaCare Complex

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(to the extent Eagles control such signage); four (4)

locations in the center of the practice fields; the goal pads

on the practice fields; the facade of the press conference

podium; permanent signage in either the Eagles Team's

conditioning room or locker room as agreed by NovaCare and

Eagles; one (1) sign on NovaCare's rehabilitation center at

the NovaCare Complex; and on all apparel worn by key facility

(such as groundskeepers) and Training Staff. The precise size

and location of all Name recognition described under the

preceding sentence shall be proposed by Eagles and subject to

the approval of NovaCare, which shall not be unreasonably

withheld. All such recognition shall comply with all Use

Restrictions applicable to the NovaCare Complex and, subject

to Article XIII.B (with respect to renaming and other changes)

and Article V.J (with respect to apparel to be provided by

NovaCare), shall be created and installed by Eagles at its

expense, except that NovaCare shall provide any required

artwork and design at its expense as and when reasonably

requested by Eagles; and"

(e) Article III.D of the Naming Rights Agreement is amended removing

and replacing the existing text in its entirety with the following:

"D. During the Term, the Eagles shall not grant any

Person the right to display signage on the rooftop of the main

office complex or the indoor practice facility at the NovaCare

Complex. If, at any time during the Term, the Eagles display

any signage on either rooftop (it being acknowledged that such

signage may not reference any Person other than the Eagles and

the Team), the Eagles will provide NovaCare with commensurate

signage on such rooftop."

(f) Article III of the Naming Rights Agreement is amended by adding

the following Article III.F and Article III.G:

"F. NovaCare acknowledges that: (a) third parties may be

granted the right to use all or a portion of the New Stadium,

or to advertise or promote products or services at certain

Other Events, including, without limitation, the Super Bowl,

certain college or high school football games, concerts,

soccer games, major national or international championship

athletic events, (b) that during certain Other Events, Eagles

may be required to remove, obscure, mask, cover or obstruct

(collectively, "Obscure") certain of NovaCare's advertising at

the New Stadium if (i) reasonably necessary for the conduct or

performance of such Other Event, (ii) required by Law during

such Other Event, (iii) reasonably necessary to meet the

religious objections of any user of the New Stadium during

such Other Event, or (iv) required by the third party user of

the New Stadium because of exclusive sponsorship agreements it

may have. If the New Stadium is hosting the Olympics or the

Olympic Trials, if required by the sanctioning body, (x)

Eagles may cause any of NovaCare's signage and name

recognition to be Obscured for the duration of such events

(and for a

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reasonable period before and after such events for set-up and

break-down), but in no event shall such signage or name

recognition be Obscured during any Home Game, (y) NovaCare

shall have no right to receive certain rights, benefits and

privileges granted to NovaCare under the this Agreement with

respect to such events, and (z) NovaCare acknowledges that

third parties (including Category Competitors) may be granted

the right to advertise or promote certain products and

services (including competing products in the Category) at the

New Stadium during and with respect to such events. NovaCare

and Eagles acknowledge and agree that none of the foregoing

(whether or not it includes advertising for a Category

Competitor or for competing products or services in the

Category) shall be a violation of this Agreement."

"G. The precise size and location of any advertising

opportunities at the New Stadium provided pursuant to this

Agreement shall be determined by Eagles in its sole

discretion. All of NovaCare's signage and other advertising at

the New Stadium (a) shall comply with and be subject to all

Use Restrictions applicable to the New Stadium, (b) shall be

subject to Eagles' approval rights under Article VI.B, and (c)

subject to the following three sentences, shall be initially

created and installed by Eagles (or its designee) at Eagles'

expense (except that NovaCare shall provide any required

artwork and design, including any revisions, at NovaCare's

expense in accordance with Article VI.C. In the event NovaCare

wishes to change, replace or reinstall any advertising sign,

such change, replacement or reinstallation shall (w) be at

NovaCare's sole cost and expense, and NovaCare shall pay all

related costs and expenses incurred by Eagles and their

respective Affiliates, (x) be performed by one or more vendors

previously approved by Eagles for such purpose, (y) comply

with all Use Restrictions, and (z) be subject to Eagles'

approval rights in accordance with Article VI.B. All artwork

and design submitted pursuant to this Article VI.G shall be

customary for the type of sign or other display Eagles intends

to display at the applicable location in the New Stadium. With

respect to any advertising intended for electronic display,

NovaCare shall provide, at NovaCare's sole cost and expense,

all creative elements of such advertising (including all

software) in the form reasonably required by Eagles. Eagles

shall incorporate such creative elements into the actual New

Stadium advertising, subject to its approval rights in

accordance with Article VI.B. Eagles shall only be required to

activate any electronic or illuminated signage during events

at the New Stadium other than Private Events."

(g) Article IV.B of the Naming Rights Agreement is hereby amended by

removing and replacing the words "any new Stadium" in clause (vi) and the

defined term "Veterans Stadium" in the final parenthetical with the defined term

"the New Stadium".

(h) Clause (i) of Article VI.B of the Naming Rights Agreement is

amended by removing and replacing the existing text in its entirety with the

following:

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"(i) all commercials, advertisements, promotions and

other activities authorized by Eagles under this Agreement,

whether constituting a Promotion or any aspect of NovaCare

Marketing, and all proposed uses of the NovaCare Marks at the

NovaCare Complex or the New Stadium (including as part of the

Name) shall be subject to Eagles' review and prior approval,

which may be granted or withheld in Eagles' reasonable

discretion,"

(i) All references in the Naming Rights Agreement and this Amendment

to "Eagles Indemnitees" shall include ESO, all other Affiliates of Eagles, and

their respective direct and indirect, past, present and future owners, officers,

directors, managers, members, partners, employees, licensees, successors and

assigns.

(j) Article XVI of the Naming Rights Agreement is hereby amended by

removing and rep