Exhibit 10.1.4
CONSENT AND WAIVER NO.
1
TO
SENIOR SUBORDINATED CREDIT
AGREEMENT
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.
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 Credit 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, notwithstanding the
limitation contained in Section 2.12 of the Credit Agreement,
the Lenders permit the Loans to be prepaid on or prior to
March 20, 2006; and
WHEREAS, the Required Lenders have
indicated their willingness to consent to such early prepayment on
the terms and subject to the satisfaction of the conditions and
compliance with the covenants set forth herein;
NOW, THEREFORE, in consideration of
the mutual agreements contained in this Consent and other good and
valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Consent .
Effective upon the Effective Date (as defined below), the Lenders
party hereto, constituting the Required Lenders, hereby consent,
notwithstanding the limitation contained in Section 2.12 of
the Credit Agreement, to permit the Borrower to prepay the Loans in
full at any time on or prior to March 20, 2006;
provided , however , any such prepayment of the Loans
shall include (i) the payment of all principal and accrued but
unpaid interest on the Loans and the payment of all other
Obligations owing under Credit Agreement, including the reasonable
and documented fees, charges and disbursements of counsel to the
Administrative Agent, through the date of such prepayment, and
(ii) such prepayment shall be accompanied by a prepayment
premium on the principal amount of each Loan prepaid of 15.00%. In
the event the Loans are not prepaid as provided in clauses
(i) and (ii) above on or prior to March 20,
2006,
and regardless of whether or not the Debt
Refinancing has been consummated, this Consent shall be null and
void and cease to be of any further force and effect.
SECTION 2. Waiver . Effective
upon the Effective Date, the Required Lenders hereby waive
Section 2.12(b) of the Credit Agreement in connection with the
prepayment contemplated in Section 1 above to the extent such
Section requires irrevocable notice three Business Days prior to a
prepayment of Loans under the Credit Agreement.
SECTION 3. Conditions
Precedent . This Consent and Waiver shall become effective on
the date (the “ Effective Date ”) when each of
the following shall have occurred; provided , however
, in the event the Effective Date has not occurred prior to 5:00
p.m. (New York time) on February 22, 2006, then this Consent
shall be null and void and cease to be of any further force and
effect.
(a) The Administrative Agent shall
have received counterparts of this Consent that, when taken
together, bear the signatures of the Borrower and the Required
Lenders (or, in the case of any party as to which an executed
counterpart has not been received, the Administrative Agent shall
have received written confirmation from such party of execution of
a counterpart hereof by such party).
(b) The Borrower sha
