exhibit_4-810k.htm


    
      
         

        
          
             Exhibit
4.8

                                                                                                                                                      EXECUTION
VERSION

          

        

      


      FIRST
SUPPLEMENTAL INDENTURE

       

      


      THIS FIRST SUPPLEMENTAL INDENTURE
(“First Supplemental
Indenture”) is made this 1st day of December, 2009, among HEALTHSOUTH
CORPORATION, a Delaware corporation (the “Company”), the SUBSIDIARY
GUARANTORS (as defined in the Indenture) party hereto and THE BANK OF NOVA
SCOTIA TRUST COMPANY OF NEW YORK (the “Trustee”).

       

      WHEREAS, the Company has issued its
Floating Rate Senior Notes due 2014 in the original aggregate principal amount
of $375,000,000 (herein the “Notes”).

       

      WHEREAS, the Notes were issued under
the Indenture dated as of June 14, 2006 among the Company, the Subsidiary
Guarantors and the Trustee (the “Indenture”).

       

      WHEREAS, pursuant to its offer to
purchase and consent solicitation statement dated November 16, 2009, (the “Offer to Purchase”) the
Company commenced a tender offer for any and all of the outstanding Notes (the
“Tender Offer”) and
solicited the consents of the holders of the Notes to the Proposed Amendments
(the “Consent
Solicitation”).

       

      WHEREAS, the approval of the holders of
at least a majority in aggregate principal amount of the Notes outstanding (not
including any Notes owned by the Company or any subsidiary guarantor, or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any subsidiary guarantor) is
sufficient to amend the terms of the Indenture as set forth herein.

       

      WHEREAS, having received the approval
of the holders of at least a majority in aggregate principal amount of the Notes
outstanding (not including any Notes owned by the Company or any subsidiary
guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any subsidiary
guarantor) pursuant to Section 9.02 of the Indenture, the Company and the
Trustee desire to amend the Indenture, as provided hereinafter.

       

      WHEREAS, all things necessary to make
this First Supplemental Indenture the legal, valid and binding obligation of the
Company, upon its execution hereof, have been done.

       

      NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements contained in this First
Supplemental Indenture, the parties agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the
Notes:

       

      1. Amendment of Section
3.03. Section 3.03 (Notice of Redemption) is
hereby amended as follows: the number “30” in the first sentence of such Section
shall be deleted and replaced with the number “5.”

       

      2. Deletion of Certain
Provisions. Each of Sections 4.02 (SEC Reports), 4.03 (Limitation on Indebtedness),
4.04 (Limitation on Restricted
Payments), 4.05 (Limitation on Restrictions on
Distributions from Restricted Subsidiaries), 4.06 (Limitation on Sales of Assets and
Subsidiary Stock), 4.07
(Limitation on Transactions with Affiliates), 4.08 (Change of Control), 4.09
(Limitation of Liens),
4.10 (Limitation on
Sale/Leaseback Transactions), 4.11 (Future Guarantors), 4.12
(Compliance
Certificate), Clauses (a)(2), (a)(3) and (b)(2) of 5.01 (When Company May Merge or Transfer
Assets), and Clauses (4), (5) and (8) of 6.01 (Events of Default) of the
Indenture is hereby deleted in its entirety and replaced with “Intentionally
Omitted.”  All references in the Indenture to such sections shall also
be deleted in their entirety.

       

      3. Deletion of Certain
Definitions. All definitions set forth in Section 1.01 and Section 1.02
of the Indenture that relate to defined terms used solely in sections deleted by
this Supplemental Indenture are hereby deleted in their entirety.

       

      4. Amendment of the
Notes. Any corresponding provisions reflected in the Notes shall also be
deemed amended in conformity herewith.


      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.8

            


          

        

      


      5. Effectiveness of
Amendments. This First Supplemental Indenture shall be effective upon
execution hereof by the Company and the Trustee; provided, however, that the
amendments to the Indenture set forth in Sections 1 through 4 of this First
Supplemental Indenture shall not become operative until the first Payment Date
(as defined in the Offer to Purchase). If the Tender Offer is terminated,
withdrawn or otherwise not consummated prior to acceptance of the Notes, this
First Supplemental Indenture shall automatically become null and void ab initio.

       

      6. Terms Defined in the
Indenture. All capitalized terms used in this First Supplemental
Indenture and not defined herein shall have the meanings assigned to them in the
Indenture.

       

      7. Interpretation;
Severability; Headings. Upon the execution and delivery of this First
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with this First Supplemental Indenture, and all the terms and
conditions of both shall be read together as though they constitute one
instrument, except that, in case of conflict, the provisions of this First
Supplemental Indenture will control.  The Indenture, as modified and
amended by this First Supplemental Indenture, is hereby ratified and confirmed
in all respects and shall bind every Holder of Notes.  In case of
conflict between the terms and conditions contained in the Notes and those
contained in the Indenture, as modified and amended by this First Supplemental
Indenture, the provisions of the Indenture, as modified by this First
Supplemental Indenture, shall control.  In case any provision in this
First Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.  The Section headings in this
First Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.

       

      8. Conflicts with Trust
Indenture Act. If any provision of this First Supplemental Indenture
limits, qualifies or conflicts with any provision of the Trust Indenture Act
that is required under the Trust Indenture Act to be part of and govern any
provision of this First Supplemental Indenture, the provision of the Trust
Indenture Act shall control.  If any provision of this First
Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the provision of the Trust Indenture
Act shall be deemed to apply to the Indenture as so modified or to be excluded
by this First Supplemental Indenture, as the case may be.

       

      9. Successor; Benefits of First
Supplemental Indenture, etc. All agreements of the Company in this First
Supplemental Indenture shall bind its successors.  Nothing in this
First Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of Notes, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this First Supplemental Indenture or
the Notes.

       

      10. Certain Duties and
Responsibilities of the Trustee; Trustee Not Responsible for Recitals. In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.  The Trustee shall not be responsible in
any manner whatsoever for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company.  The Trustee makes no
representations and shall not be responsible or accountable as to the validity,
execution or sufficiency of this First Supplemental Indenture.

       

      11. Governing Law. This
First Supplemental Indenture shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.

       

      12. Execution in
Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.

       

      [Signature
Page Follows]

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.8

            


          

        

      

       

      IN WITNESS WHEREOF, this First
Supplemental Indenture has been executed by a duly authorized officer of the
Company and the Trustee as of the date first written above.

       

      


      


      HEALTHSOUTH CORPORATION

      


      


      By: 
/s/
Jay Grinney

      Name:  Jay
Grinney

      Title:    President
and CEO

      


      SUBSIDIARY GUARANTORS

       

      Advantage
Health Harmarville Rehabilitation Corporation

      Baton
Rouge Rehab, Inc.

      CMS
Jonesboro Rehabilitation, Inc.

      Continental
Medical of Arizona, Inc.

      Continental
Medical Systems, Inc.

      Continental
Rehabilitation Hospital of Arizona, Inc.

      HEALTHSOUTH
LTAC of Sarasota, Inc.

      HEALTHSOUTH
Medical Center, Inc.

      HEALTHSOUTH
of Altoona, Inc.

      HEALTHSOUTH
of Austin, Inc.

      HEALTHSOUTH
of Dothan, Inc.

      HEALTHSOUTH
of Henderson, Inc.

      HEALTHSOUTH
of Houston, Inc.

      HEALTHSOUTH
of Mechanicsburg, Inc.

      HEALTHSOUTH
of Midland, Inc.

      HEALTHSOUTH
of Montgomery, Inc.

      HEALTHSOUTH
of New Mexico, Inc.

      HEALTHSOUTH
of Nittany Valley, Inc.

      HEALTHSOUTH
of San Antonio, Inc.

      HEALTHSOUTH
of Sewickley, Inc.

      HEALTHSOUTH
of South Carolina, Inc.

      HEALTHSOUTH
of Spring Hill, Inc.

      HEALTHSOUTH
of Texarkana, Inc.

      HEALTHSOUTH
of Texas, Inc.

      HEALTHSOUTH
of Treasure Coast, Inc.

      HEALTHSOUTH
of Utah, Inc.

      HEALTHSOUTH
of Yuma, Inc.

      HEALTHSOUTH
Rehabilitation Center, Inc.

      HEALTHSOUTH
Rehabilitation Hospital of Manati, Inc.

      HEALTHSOUTH
Rehabilitation Hospital of Northern Virginia, Inc.

      HEALTHSOUTH
Rehabilitation Hospital of Odessa, Inc.

      HEALTHSOUTH
Specialty Hospital, Inc.

      HEALTHSOUTH
Sub-Acute Center of Mechanicsburg, Inc.

      Lakeshore
System Services of Florida, Inc.

      Rehab
Concepts Corp.

      


      Rehabilitation
Hospital of Colorado Springs, Inc.

      Rehabilitation
Hospital of Fredericksburg, Inc.


      
        
          
            [Signature
Page to Supplemental Indenture for 2014 Notes]

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.8

            


          

        

      


      Rehabilitation
Hospital of Nevada - Las Vegas, Inc.

      Rehabilitation
Hospital of Petersburg, Inc.

      Rehabilitation
Hospital of Plano, Inc.

      SCA-Dalton,
Inc.

      Sherwood
Rehabilitation Hospital, Inc.

      Southeast
Texas Rehabilitation Hospital, Inc.

      Tarrant
County Rehabilitation Hospital, Inc.

      Terre
Haute Rehabilitation Hospital, Inc.

      Tyler
Rehabilitation Hospital, Inc.

      Western
Neuro Care, Inc.

      


      


      By: 
/s/
John P. Whittington 

       

      Name: 
John P. Whittington

      Title:   
Authorized Signatory

       

      Beaumont
Rehab Associates Limited Partnership

      By:
Southeast Texas Rehabilitation Hospital, Inc.

      Its:  General
Partner

      


      Collin
County Rehab Associates Limited Partnership

      By:
Rehabilitation Hospital of Plano, Inc.

      Its:  General
Partner

      


      HEALTHSOUTH
of Ft. Lauderdale Limited Partnership

      By: 
HealthSouth Real Property Holding Corporation

      Its: 
General Partner

      


      Lakeview
Rehabilitation Group Partners

      By: 
Continental Medical of Kentucky, Inc.

      Its: 
General Partner

      


      Rehabilitation
Hospital of Nevada - Las Vegas, L.P.

      By:
 Rehabilitation Hospital of Nevada – Las Vegas, Inc.

      Its:  General
Partner

      


      Southern
Arizona Regional Rehabilitation Hospital, L.P.

      By:
 Continental Rehabilitation Hospital of Arizona, Inc.

      Its:  General
Partner

      


      


      Terre
Haute Regional Rehabilitation Hospital, L.P.

      By:
 Terre Haute Rehabilitation Hospital, Inc.

      Its:  General
Partner


      
        
          
            [Signature
Page to Supplemental Indenture for 2014 Notes]

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.8

            


          

        

      

      Western
Medical Rehab Associates, L.P.

      By:
 CMS Development & Management and Western Neuro Care, Inc.

      Its:  General
Partner

      


      


      By: 
/s/
John P. Whittington

       

      Name:  John
P. Whittington

      Title:  
 Authorized Signatory

       

      HEALTHSOUTH
Bakersfield Rehabilitation Hospital Limited Partnership

      HEALTHSOUTH
Meridian Point Rehabilitation Hospital Limited Partnership

      HEALTHSOUTH
Northern Kentucky Rehabilitation Hospital Limited Partnership

      HEALTHSOUTH
Rehabilitation Hospital of Arlington Limited Partnership

      HEALTHSOUTH
Valley of the Sun Rehabilitation Hospital Limited Partnership

      By: 
HealthSouth Properties, LLC, their General Partner

      


      


      By: 
/s/
John P. Whittington

       

      Name:  John
P. Whittington

      Title:  
 Authorized Signatory

       

      HEALTHSOUTH
of Largo Limited Partnership

      HEALTHSOUTH
of Sarasota Limited Partnership

      HEALTHSOUTH
of Tallahassee Limited Partnership

      By: 
HealthSouth Real Property Holding, LLC, its General Partner

      


      


      By:  /s/
John P. Whittington

       

      Name:  John
P. Whittington

      Title:  
 Authorized Signatory

       

      HEALTHSOUTH
Rehabilitation Center of New Hampshire, Ltd.

      By: 
HealthSouth Corporation

      Its: 
General Partner

      


      


      By: 
/s/
John P. Whittington

       

      Name:  John
P. Whittington

      Title: 
  Executive Vice President, General Counsel
and Corporate Secretary

       


      
        
          
            [Signature
Page to Supplemental Indenture for 2014 Notes]

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.8

            


          

        

      


      


      Advantage
Health, LLC

      HEALTHSOUTH
Aviation, LLC

      HEALTHSOUTH
Mesa Rehabilitation Hospital, LLC

      HEALTHSOUTH
of Charleston, LLC

      HEALTHSOUTH
of East Tennessee, LLC

      HEALTHSOUTH
of Erie, LLC

      HEALTHSOUTH
of Fort Smith, LLC

      HEALTHSOUTH
of Pittsburgh, LLC

      HEALTHSOUTH
of Reading, LLC

      HEALTHSOUTH
of Toms River, LLC

      HEALTHSOUTH
of York, LLC

      HEALTHSOUTH
Properties, LLC

      HEALTHSOUTH
Real Property Holding, LLC

      HEALTHSOUTH
Rehabilitation Hospital of South Jersey, LLC

      HEALTHSOUTH
Rehabilitation Institute of Tucson, LLC

      HEALTHSOUTH
Specialty Hospital of North Louisiana, LLC

      New
England Rehabilitation Management Co., LLC

      Rebound,
LLC

      Rehabilitation
Hospital Corporation of America, LLC

      Rehabilitation
Institute of Western Massachusetts, LLC

      Sarasota
LTAC Properties, LLC

      


      


      By: 
/s/
John P. Whittington

       

      Name:  John
P. Whittington

      Title:   Authorized
Signatory

       

      


      THE BANK
OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee

      


      


      By:  /s/
John F. Neylan

      Name: 
John F. Neylan

      Title:   
Trust Officer

      


      


      



      
        
          
            [Signature
Page to Supplemental Indenture for 2014 Notes]