Common use of HEALTHSOUTH Corporation Clause in Contracts

HEALTHSOUTH Corporation. By ----------------------------------- Xxxxxxx X. Xxxxxx Executive Vice President, Chief Financial Officer and Treasurer ATTEST: ---------------------------------------------- Xxxxxxx X. Xxxxxx Senior Vice President, Corporate Counsel and Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. PNC BANK, NATIONAL ASSOCIATION, as Trustee By ---------------------------------------------- Authorized Officer Dated: ------------------------------------------ REVERSE SIDE OF NOTE This Note is one of a duly authorized series of securities (the "Securities") of the Company designated as its 7.0% Senior Notes due 2008 limited in aggregate principal amount to $250,000,000 (the "Notes"). The Securities are all issued or to be issued under and pursuant to an Indenture, dated as of June 22, 1998, as supplemented by that certain Officers' Certificate dated August ____, 1998 (the Indenture as supplemented by the Officers' Certificate being herein collectively referred to as the "Indenture"), duly executed and delivered between the Company and PNC Bank, National Association (the "Trustee," which term includes any successor Trustee with respect to the Notes under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the holders of the Securities and the terms upon which the Notes are to be authenticated and delivered. The terms of individual series of Securities may vary with respect to interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise. Reference is hereby made to the Indenture for a description of the terms of the Notes, to all of the provisions of which Indenture the holder of this Note, by acceptance hereof, assents and agrees. Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a sinking fund or any analogous provision. This Note is redeemable as a whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (i) 100% of its principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus, in each case, accrued interest to the date of redemption. On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the redemption date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. The Holder of this Note will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption.

HEALTHSOUTH Corporation. By ----------------------------------- Xxxxxxx X. Xxxxxx Executive Vice President, Chief Financial Officer and Treasurer ATTEST: ---------------------------------------------- Xxxxxxx X. Xxxxxx Senior Vice President, Corporate Counsel and Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. PNC BANK, NATIONAL ASSOCIATION, as Trustee By ---------------------------------------------- Authorized Officer Dated: ------------------------------------------ REVERSE SIDE OF NOTE This Note is one of a duly authorized series of securities (the "Securities") of the Company designated as its 7.0% Senior Notes due 2008 limited in aggregate principal amount to $250,000,000 (the "Notes"). The Securities are all issued or to be issued under and pursuant to an Indenture, dated as of June 22, 1998, as supplemented by that certain Officers' Certificate dated August September ____, 1998 (the Indenture as supplemented by the Officers' Certificate being herein collectively referred to as the "Indenture"), duly executed and delivered between the Company and PNC Bank, National Association (the "Trustee," which term includes any successor Trustee with respect to the Notes under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the holders of the Securities and the terms upon which the Notes are to be authenticated and delivered. The terms of individual series of Securities may vary with respect to interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise. Reference is hereby made to the Indenture for a description of the terms of the Notes, to all of the provisions of which Indenture the holder of this Note, by acceptance hereof, assents and agrees. Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a sinking fund or any analogous provision. This Note is redeemable as a whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (i) 100% of its principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus, in each case, accrued interest to the date of redemption. On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the redemption date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. The Holder of this Note will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption.

HEALTHSOUTH Corporation. By ----------------------------------- Xxxxxxx X. Xxxxxx Executive Vice President------------------------------------------ Michael D. Martin Exexxxxxx Xxxx Xxxxxdent, Chief Financial Officer and Treasurer ATTEST: ---------------------------------------------- Xxxxxxx X. Xxxxxx --------------------------------------------- William W. Horton Senior Vice President, Corporate Counsel and Assistant Secretary xxx Xxxxxxxxx Xxcretary CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. PNC BANK, NATIONAL ASSOCIATION, as Trustee By ---------------------------------------------- ------------------------------------------ Authorized Officer Dated: ------------------------------------------ --------------------------------------- REVERSE SIDE OF NOTE This Note is one of a duly authorized series of securities (the "Securities") of the Company designated as its 7.06.875% Senior Notes due 2008 2005 limited in aggregate principal amount to $250,000,000 (the "Notes"). The Securities are all issued or to be issued under and pursuant to an Indenture, dated as of June 22, 1998, as supplemented by that certain Officers' Certificate dated August September ____, 1998 (the Indenture as supplemented by the Officers' Certificate being herein collectively referred to as the "Indenture"), duly executed and delivered between the Company and PNC Bank, National Association (the "Trustee," which term includes any successor Trustee with respect to the Notes under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the holders of the Securities and the terms upon which the Notes are to be authenticated and delivered. The terms of individual series of Securities may vary with respect to interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise. Reference is hereby made to the Indenture for a description of the terms of the Notes, to all of the provisions of which Indenture the holder of this Note, by acceptance hereof, assents and agrees. Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a sinking fund or any analogous provision. This Note is redeemable as a whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (i) 100% of its principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted dis counted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 15 basis points, plus, in each case, accrued interest to the date of redemption. On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the redemption date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. The Holder of this Note will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption.

HEALTHSOUTH Corporation. By ----------------------------------- Xxxxxxx X. Xxxxxx Executive Vice President------------------------------------------ Michael D. Martin Exexxxxxx Xxxx Xxxxxdent, Chief Financial Officer and Treasurer ATTEST: ---------------------------------------------- Xxxxxxx X. Xxxxxx --------------------------------------------- William W. Horton Senior Vice President, Corporate Counsel and Assistant Secretary xxx Xxxxxxxxx Xxcretary CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. PNC BANK, NATIONAL ASSOCIATION, as Trustee By ---------------------------------------------- ------------------------------------------ Authorized Officer Dated: ------------------------------------------ --------------------------------------- REVERSE SIDE OF NOTE This Note is one of a duly authorized series of securities (the "Securities") of the Company designated as its 7.06.875% Senior Notes due 2008 2005 limited in aggregate principal amount to $250,000,000 (the "Notes"). The Securities are all issued or to be issued under and pursuant to an Indenture, dated as of June 22, 1998, as supplemented by that certain Officers' Certificate dated August ____, 1998 (the Indenture as supplemented by the Officers' Certificate being herein collectively referred to as the "Indenture"), duly executed and delivered between the Company and PNC Bank, National Association (the "Trustee," which term includes any successor Trustee with respect to the Notes under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the holders of the Securities and the terms upon which the Notes are to be authenticated and delivered. The terms of individual series of Securities may vary with respect to interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of payment and otherwise. Reference is hereby made to the Indenture for a description of the terms of the Notes, to all of the provisions of which Indenture the holder of this Note, by acceptance hereof, assents and agrees. Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a sinking fund or any analogous provision. This Note is redeemable as a whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (i) 100% of its principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted dis counted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 15 basis points, plus, in each case, accrued interest to the date of redemption. On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the redemption date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. The Holder of this Note will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption.