Exhibit 10.3.2
AMENDMENT AND WAIVER NO.
1
TO
TERM LOAN
AGREEMENT
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.
WHEREAS, the Borrower is
contemplating a series of transactions pursuant to which, among
other things, the Borrower will (a) offer to repurchase and,
to the extent tendered, repurchase substantially all of its
outstanding senior notes and senior subordinated notes,
(b) repay all outstanding Loans and pay all other amounts due
under, and terminate, the Loan Agreement and (c) repay certain
other outstanding indebtedness (the transactions referred to in
clauses (a) through (c) above being called the “
Debt Refinancing ”);
WHEREAS, in connection with the Debt
Refinancing, the Borrower has requested that the Lenders amend and
waive certain provisions of the Loan Agreement as more specifically
set forth herein; and
WHEREAS, the Required Lenders have
indicated their willingness to agree to amend and waive such
certain provisions of the Loan Agreement on the terms and subject
to the satisfaction of the conditions set forth herein.
NOW, THEREFORE, in consideration of
the mutual agreements contained in this Amendment and other good
and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Amendment . Upon
the fulfillment of the conditions precedent set forth in
Sections 3 hereof, clauses (a) and (b) of
Section 2.06 of the Loan Agreement shall be, and are hereby
amended and restated in their entirety as follows:
SECTION 2.06. Prepayment of
Loans . (a) The Borrower may any time and from time to
time prepay any Borrowing in whole or in part, subject to the
requirements of this Section and payment of any amounts required
under Section 2.11; provided that each such partial repayment
shall be in an integral multiple of $1,000,000 and not less than
$10,000,000.
(b) All voluntary prepayments of
Loans will be accompanied by a prepayment fee equal to
(i) 2.00% of the aggregate principal amount of such
prepayment, if made prior to the second anniversary of the
Effective Date and (ii) 1.00% of the aggregate principal
amount of such prepayment, if mad
