0001193125-06-065473 Sample Contracts

AMENDED CLASS ACTION SETTLEMENT AGREEMENT
Settlement Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec

This AMENDED CLASS ACTION SETTLEMENT AGREEMENT is entered into by and among Settlement Class Representatives for themselves and on behalf of the Settlement Class, the Settling Defendants and the Underwriters. Italicized and capitalized terms and phrases have the meanings provided in Section 1 below.

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Securities Purchase Agreement
Securities Purchase Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

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AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG HEALTHSOUTH CORPORATION, HEALTHSOUTH MEDICAL CENTER, INC. AND THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA December 31, 2005
Asset Purchase Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • Alabama

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2005, by and among HealthSouth Corporation, a Delaware corporation (“HealthSouth”), HealthSouth Medical Center, Inc., an Alabama corporation (“HMC”) (HealthSouth and HMC, collectively, “Sellers”; each a “Seller”) and The Board of Trustees of The University of Alabama (“Purchaser”).

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KEY EXECUTIVE INCENTIVE AWARD AGREEMENT
Key Executive Incentive Award Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • Delaware

THIS AGREEMENT (“Agreement”) is made by and between HEALTHSOUTH CORPORATION, a Delaware corporation (the “Company”), and , (“Executive”), as of November , 2005.

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HEALTHSOUTH CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • Delaware

This RESTRICTED STOCK UNIT AGREEMENT, made as of [ ] (the “Grant Date”), by and between HealthSouth Corporation., a Delaware corporation (the “Company”), pursuant to the HealthSouth Corporation 2004 Amended and Restated Director Incentive Plan (the “Plan”) and [ ] (the “Participant”). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

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Contract
Credit Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • New York

WAIVER dated as of February 16, 2006 (this “Waiver”) to the Amended and Restated Credit Agreement dated as of March 21, 2005 (the “Credit Agreement”), among HEALTHSOUTH CORPORATION (the “Borrower”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

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HEALTHSOUTH CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (Pursuant to the 2005 Equity Incentive Plan)
Non-Qualified Stock Option Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec

OPTION granted in Birmingham, Alabama on February 23, 2006 (the “Date of Grant”), by HEALTHSOUTH Corporation, a Delaware corporation (the “Corporation”), to [ ] (the “Grantee”).

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ASSET PURCHASE AGREEMENT AMONG HEALTHSOUTH CORPORATION, HEALTHSOUTH MEDICAL CENTER, INC. AND THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA July 20, 2005
Asset Purchase Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • Alabama

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2005, by and among HealthSouth Corporation, a Delaware corporation (“HealthSouth”), HealthSouth Medical Center, Inc., an Alabama corporation (“HMC”) (HealthSouth and HMC, collectively, “Sellers”; each a “Seller”) and The Board of Trustees of The University of Alabama (“Purchaser”).

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AMENDMENT AND WAIVER NO. 1 TO TERM LOAN AGREEMENT
Term Loan Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • New York

This AMENDMENT AND WAIVER NO. 1 TO TERM LOAN AGREEMENT, dated as of February 15, 2006 (this “Amendment”), among HealthSouth Corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), amends and waives certain provisions of that certain Term Loan Agreement, dated as of June 15, 2005 (the “Loan Agreement”), among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, Citicorp North America, Inc., as syndication agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as co-lead arrangers and joint bookrunners. Capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement.

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CONSENT AND WAIVER NO. 1 TO SENIOR SUBORDINATED CREDIT AGREEMENT
Senior Subordinated Credit Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • New York

This CONSENT AND WAIVER NO. 1 TO SENIOR SUBORDINATED CREDIT AGREEMENT, dated as of February 15, 2006 (this “Consent”), among HealthSouth Corporation (the “Borrower”), and the Lenders party hereto, is being entered into in connection with that certain Senior Subordinated Credit Agreement, dated as of January 16, 2004 (the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and Credit Suisse (formerly Credit Suisse First Boston), as administrative agent (the “Administrative Agent”), syndication agent and arranger. Capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

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HealthSouth Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2006 • Healthsouth Corp • Services-specialty outpatient facilities, nec • New York

This Registration Rights Agreement is made as of February 28, 2006, by and among HealthSouth Corporation, a Delaware corporation (the “Company”) and the purchasers listed in the signature pages of this Agreement (the “Purchasers”). The Company proposes to issue and sell (the “Offering”) to the Purchasers upon the terms set forth in the purchase agreement, dated February 28, 2006 (the “Purchase Agreement”), between the Purchasers and the Company, 400,000 shares (the “Securities”) of its 6.50% Convertible Perpetual Preferred Stock, par value $0.10 per share, which shall have the rights, powers and preferences set forth in the Certificate of Designations (the “Certificate of Designations”) of 6.50% Series A Convertible Perpetual Preferred Stock, each having an initial liquidation preference of $1,000 per Security, for the aggregate purchase price set forth in the Purchase Agreement. The Securities are convertible into common stock, par value of $0.01 per share (the “Common Stock”), of the

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