Form 8-K HEALTHSOUTH CORP For: Aug 07

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August 12, 2015 4:05 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 7, 2015

HealthSouth Corporation

(Exact name of Registrant as specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



001-10315	63-0860407
(Commission File Number)	(IRS Employer Identification No.)

3660 Grandview Parkway, Suite 200, Birmingham, Alabama 35243

(Address of Principal Executive Offices, Including Zip Code)

(205) 967-7116

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 7, 2015, HealthSouth Corporation (“HealthSouth” or the “Company”) completed the issuance and sale of an additional $350 million in aggregate principal amount of its 5.75% Senior Notes due 2024 (the “Additional 2024 Notes”) at a public offering price of 100.5% of the principal amount. The Company previously issued $850 million in aggregate principal amount of its 5.75% Senior Notes due 2024 through registered public offerings. The Additional 2024 Notes were issued to the initial purchasers in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended, and were resold by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act and to persons in offshore transactions in reliance on Regulation S under the Securities Act.

The terms of the Additional 2024 Notes are governed by the indenture, dated as of December 1, 2009 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee (“Wells Fargo” or the “Trustee”), as supplemented by the fourth supplemental indenture, dated September 11, 2012 (the “Fourth Supplemental Indenture”), among the Company, the subsidiary guarantors named therein, and the Trustee, and a sixth supplemental indenture, dated as of August 7, 2015 (the “Sixth Supplemental Indenture” and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”), among the Company, the subsidiary guarantors named therein, and the Trustee. Wells Fargo also serves as trustee under the indentures governing the Company’s 7.75% Senior Notes due 2022 (the “2022 Notes”), 5.125% Senior Notes due 2023, and 2.00% Convertible Senior Subordinated Notes due 2043.

The Company intends to use the net proceeds from the offering of the Additional 2024 Notes to pay a portion of the consideration payable in connection with the Company’s acquisition of the issued and outstanding equity interests of the entities operating the hospitals of Reliant Hospital Partners, LLC, except for certain interests, if any, held at closing by minority limited partners (the “Acquisition”), and fees and expenses incurred by the Company in connection with the Acquisition. If the Acquisition is not consummated, the Company intends to use the net proceeds from the offering to redeem all of its outstanding 2022 Notes and any remaining proceeds to repay borrowings under its credit facility and/or for general corporate purposes.

The Additional 2024 Notes:


•	mature on November 1, 2024 and bear interest at 5.75% per annum, payable semiannually in arrears on May 1 and November 1, beginning on November 1, 2015;


•	are jointly and severally guaranteed on a senior, unsecured basis by all of the Company’s existing and future subsidiaries that guarantee borrowings under its credit agreement and other capital markets debt;


•	rank, along with the related guarantees, equal in right of payment to the Company’s current and future senior debt and senior in right of payment to any current and future subordinated debt; and


•	are effectively subordinated to the Company’s current and future secured debt, to the extent of the value of the assets securing such debt, and any liabilities of the Company’s nonguarantor subsidiaries.

The Indenture contains restrictive covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to, among other things, incur or guarantee additional indebtedness; pay dividends on, or redeem or repurchase, its capital stock; issue or sell certain types of preferred stock; make investments; incur obligations that restrict the Company’s subsidiaries from making dividend or other payments to the Company; sell or encumber its assets; engage in transactions with affiliates; enter into sale/leaseback transactions; and merge, consolidate, or transfer all or substantially all of its assets.

The Indenture permits the Company to redeem some or all of the Additional 2024 Notes at any time at specified redemption prices set forth in the Indenture. Upon the occurrence of a change of control, as defined in the Indenture, each holder of the Additional 2024 Notes has the right to require the Company to repurchase some or all of such holder’s Additional 2024 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Additional 2024 Notes to become or to be declared due and payable.

Additionally, on August 7, 2015, the Company, the subsidiary guarantors named therein, and the initial purchasers named therein entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to the Additional 2024 Notes. Pursuant to the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to (i) file a registration statement with the Securities and Exchange Commission (the “SEC”) within 180 days after the issue date of the Additional 2024 Notes to enable holders thereof to exchange their Additional 2024 Notes for registered notes with terms substantially identical to the terms of the Additional 2024 Notes, (ii) cause the registration statement to be declared

effective by the SEC within 240 days following the issue date of the Additional 2024 Notes, and (iii) complete the exchange offer with the holders of the Additional 2024 Notes within 300 days following the issue date of the Additional 2024 Notes.

In certain limited circumstances, the Company has agreed to file a shelf registration statement relating to the resale of the Additional 2024 Notes and to keep such shelf registration statement effective for the period of time set forth in the Registration Rights Agreement. If the Company fails to complete the exchange offer or file a registration statement for the Additional 2024 Notes on a timely basis, the Company will be required to pay special interest on the Additional 2024 Notes, up to a maximum of 0.50% per year.

The descriptions of the provisions of the Indenture and the Registration Rights Agreement are summary in nature and are qualified in their entirety by reference to the provisions of the definitive agreements on file with the SEC. The Base Indenture was filed as an exhibit to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2009 and is incorporated herein by reference. The Fourth Supplemental Indenture, which includes the form of Additional 2024 Notes, was filed on September 11, 2012 as Exhibit 4.2 to Company’s Current Report on Form 8-K and is incorporated herein by reference. The Sixth Supplemental Indenture and the Registration Rights Agreement are attached hereto as Exhibits 4.4 and 4.5, respectively, and are incorporated herein by reference.

Forward-Looking Statements

The information contained in this Current Report on Form 8-K includes certain estimates, projections, and other forward-looking information, such as the intended use of proceeds from the offering of the Additional 2024 Notes and the consummation of the Acquisition that reflect the Company's current views with respect to future events. The Company undertakes no duty to publicly update or revise the information contained herein. There can be no assurance that any estimates, projects, or forward-looking statements will be realized, and there may be differences between such estimates and actual events, and those differences may be material. These estimates, projections, and other forward-looking statements are based on assumptions the Company believes, as of the date hereof, are reasonable and involve a number of risks and uncertainties. All such estimates, projects, and forward-looking information speak only as of the date hereof. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by HealthSouth include, but are not limited to, the demand for the securities being offered; the accuracy of the representations made by Reliant in connection with the Acquisition; any adverse outcome of various lawsuits, claims, and legal or regulatory proceedings that have been or may be brought by or against HealthSouth, including its pending DOJ and HHS-OIG investigations as well as those related to yet undiscovered issues, if any, at Reliant; adverse effects on the price of HealthSouth’s securities resulting from the integration of Reliant; the ability to successfully integrate Reliant consistent with HealthSouth’s growth strategy, including realization of anticipated revenues, cost savings, and productivity improvements arising from the related operations and avoidance of unforeseen exposure to liabilities; changes in HealthSouth’s management team; changes in the regulation of the healthcare industry broadly or in the inpatient rehabilitation area specifically at either or both of the federal and state levels; competitive pressures in the healthcare industry broadly or in the inpatient rehabilitation area specifically and HealthSouth’s response thereto; potential disruptions, breaches, or other incidents affecting the proper operation, availability, or security of HealthSouth’s information systems, including the unauthorized access to or theft of patient or other sensitive information as well as unforeseen issues, if any, related to integration or transition of information systems in Reliant hospitals; changes, delays in (including in connection with resolution of Medicare payment reviews or appeals), or suspension of reimbursement for services by governmental or private payors; general conditions in the economy and capital markets; and other factors which may be identified from time to time in HealthSouth’s SEC filings and other public announcements, including HealthSouth's Annual Report on Form 10‑K for the year ended December 31, 2014 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015 and June 30, 2015.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description
4.1		Indenture, dated as of December 1, 2009, between HealthSouth Corporation and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee (incorporated herein by reference to Exhibit 4.7.1 to HealthSouth's Annual Report on Form 10-K for the year ended December 31, 2009).
4.2		Fourth Supplemental Indenture, dated September 11, 2012, among HealthSouth Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to HealthSouth's Current Report on Form 8-K filed on September 11, 2012).
4.3		Form of 5.75% Senior Notes due 2024 (included in Exhibit 4.2).
4.4		Sixth Supplemental Indenture, dated August 7, 2015, among HealthSouth Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee.
4.5		Registration Rights Agreement, dated August 7, 2015, among HealthSouth Corporation, the subsidiary guarantors named therein and the several initial purchasers named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



HEALTHSOUTH CORPORATION
	By:	/s/ John P. Whittington
	Name:	John P. Whittington
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Dated: August 12, 2015

Exhibit 4.4

SIXTH SUPPLEMENTAL INDENTURE

HEALTHSOUTH CORPORATION

5.75% SENIOR NOTES DUE 2024

WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

Dated as of August 7, 2015

TABLE OF CONTENTS



			Page
ARTICLE I DEFINITIONS; CONFLICTS.................................................................................................			2

ARTICLE II AMENDMENT OF FOURTH SUPPLEMENTAL INDENTURE........................................			2

	SECTION 2.01.	Amendment of Preamble of Fourth Supplemental Indenture............................	2
	SECTION 2.02.	Addition of Exhibits to Fourth Supplemental Indenture...................................	2
	SECTION 2.03.	Amendment of Section 2.01 of Fourth Supplemental Indenture.......................	2
	SECTION 2.04.	Amendment of Section 3.01 of Fourth Supplemental Indenture.......................	3
	SECTION 2.05.	Amendment of Section 4.02 of Fourth Supplemental Indenture.......................	4
	SECTION 2.06.	Amendment of Section 4.03 of Fourth Supplemental Indenture.......................	9

ARTICLE III AMENDMENT OF EXISTING INDENTURE....................................................................			9

	SECTION 3.01.	Amendment of Section 6.06 of Existing Indenture...........................................	9
	SECTION 3.02.	Amendment of Section 6.08 of Existing Indenture...........................................	9
	SECTION 3.03	Amendment of Section 12.01 of Existing Indenture.........................................	9
	SECTION 3.04.	Amendment of Sections 14.01 and 14.02 of Existing Indenture.......................	9

ARTICLE IV MISCELLANEOUS.............................................................................................................			10

	SECTION 4.01.	Integral Part.......................................................................................................	10
	SECTION 4.02.	Adoption, Ratification and Confirmation..........................................................	10
	SECTION 4.03.	Counterparts......................................................................................................	10
	SECTION 4.04.	Severability........................................................................................................	10
	SECTION 4.05.	Governing Law..................................................................................................	10
	SECTION 4.06.	Trustee Makes No Representation.....................................................................	10
	SECTION 4.07.	Damages Limitation..........................................................................................	10
	SECTION 4.08.	U.S.A. PATRIOT Act.........................................................................................	10

SIXTH SUPPLEMENTAL INDENTURE, dated as of August 7, 2015 (this “Sixth Supplemental Indenture”), among HEALTHSOUTH CORPORATION, a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor to The Bank of Nova Scotia Trust Company of New York), as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS the Company has heretofore entered into a senior indenture, dated as of December 1, 2009 (the “Base Indenture”), with the Trustee;

WHEREAS, pursuant to the Base Indenture, as supplemented by a Fourth Supplemental Indenture, dated as of September 11, 2012 (the “Fourth Supplemental Indenture,” and together with the Base Indenture, the “Existing Indenture”), between the Company, the Subsidiary Guarantors, and the Trustee, the Company previously has issued $850,000,000 in aggregate principal of 5.75% Senior Notes due 2024 (the “Initial Securities”) in registered public offerings;

WHEREAS, the Company may, from time to time on or after the date hereof, desire to issue Additional Securities under the Existing Indenture (the “Securities”) in transactions that are exempt from the registration requirements of the Securities Act, which Securities may be resold in the United States to Qualified Institutional Buyers (as defined herein) pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in transactions outside the United States pursuant to Regulation S under the Securities Act (“Regulation S,” and such issuance and resale under Rule 144A and Regulation S, a “Private Placement”);

WHEREAS, in connection with a Private Placement, the Company and the Subsidiary Guarantors may enter into a registration rights agreement with the initial purchasers of the Securities pursuant to which the Company and the Subsidiary Guarantors agree to exchange Securities bearing the Private Placement Legend (as defined herein) for Exchange Securities (as defined herein, and such offer, an “Exchange Offer”) and to conduct a Private Exchange (as defined herein);

WHEREAS, the Existing Indenture does not contemplate the transfer of beneficial interests in, and the legending of, the Securities with respect to a Private Placement or the exchange of the Securities for Exchange Securities or Private Exchange Securities (as defined herein);

WHEREAS, the Company and the Subsidiary Guarantors further desire to amend certain provisions of the Existing Indenture to, among other things, permit electronic delivery of certain notices with respect to the Initial Securities and any Additional Securities issued on or after the date hereof in accordance with the Depositary’s procedures;

WHEREAS, the Existing Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, pursuant to Section 14.01(6) and (9) of the Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture without notice to or consent of any Holder to (1) make any change that does not adversely affect the rights of any Holder, and (2) make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities, provided, however, that (a) compliance with the Indenture would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Securities;

WHEREAS, this Sixth Supplemental Indenture will not make any change that adversely affects the rights of any Holder;

WHEREAS, this Sixth Supplemental Indenture will supplement and amend the provisions of the Indenture relating to the transfer, exchange and legending of the Securities but (1) compliance with the Indenture will not

result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (2) the rights of Holders to transfer Securities will not be materially and adversely affected thereby; and

WHEREAS all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture and to make it a valid and binding obligation of the Company and the Subsidiary Guarantors have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS; CONFLICTS

All capitalized terms used herein and not otherwise defined in this Sixth Supplemental Indenture shall have the meanings ascribed thereto in the Existing Indenture. If and to the extent that the provisions of the Existing Indenture are duplicative of, or in contradiction with, the provisions of this Sixth Supplemental Indenture, the provisions of this Sixth Supplemental Indenture shall govern, but solely with respect to the Securities.

ARTICLE II

AMENDMENT OF FOURTH SUPPLEMENTAL INDENTURE

SECTION 2.01. Amendment of Preamble of Fourth Supplemental Indenture. The term “Supplemental Indenture” in the Fourth Supplemental Indenture is hereby amended to mean the Fourth Supplemental Indenture, as amended by this Sixth Supplemental Indenture.

SECTION 2.02. Addition of Exhibits to Fourth Supplemental Indenture. Exhibits A through F to this Sixth Supplemental Indenture are hereby appended to and made part of the Fourth Supplemental Indenture as Exhibits C through H, respectively.

SECTION 2.03. Amendment of Section 2.01 of Fourth Supplemental Indenture . Section 2.01 of the Fourth Supplemental Indenture is hereby amended by inserting the following terms in alphabetical order where they appear in such Section:

“Exchange Offer” means an offer by the Company and the Subsidiary Guarantors to exchange Securities bearing the Private Placement Legend for Exchange Securities.

“Exchange Securities” means securities offered pursuant to the terms of an Exchange Offer and identical in all material respects to the Securities, except such securities would not be subject to restrictions on transfer or to the payment of additional cash interest on the Securities in certain circumstances. For the avoidance of doubt, the term “Securities” herein shall include Exchange Securities.

“Individual Securities” means Securities issued in definitive form in substantially the form set forth in Exhibit C and bearing the applicable legends, if any.

“Initial Purchaser” means any initial purchaser from the Company of Restricted Securities issued by the Company in an offering that is exempt from the registration requirements of the Securities Act.

“Institutional Accredited Investor” or “IAI” means an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Non-U.S. Person” has the meaning assigned to such term in Regulation S.

“Permanent Regulation S Global Security” has the meaning given to such term in Section 3.01.

“Private Exchange” means an exchange pursuant to which a purchaser of Securities that holds such Securities acquired by it and having the status of an unsold allotment would have the right to receive a like principal amount of securities that are identical to the Exchange Securities in all material respects, except for the existence of restrictions on transfer thereof under the Securities Act and applicable blue sky securities laws of the United States of America.

“Private Exchange Securities” means Securities issued in a Private Exchange. For the avoidance of doubt, the term “Securities” herein shall include Private Exchange Securities.

“Private Placement Legend” means the relevant legends initially set forth on the Securities in the form set forth in Exhibit D.

“Qualified Institutional Buyer” or “QIB” has the meaning specified in Rule 144A.

“Regulation S” means Regulation S under the Securities Act.

“Restricted Security” means a Security that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Registrar shall be entitled to request and conclusively rely on a legal opinion reasonably satisfactory to the Company and the Registrar with respect to whether any Security constitutes a Restricted Security.

“Rule 144A” means Rule 144A promulgated by the SEC under the Securities Act.

“Special Interest” means any additional cash interest on the Securities assessed under the circumstances, and to the extent, set forth in a registration rights agreement among the Company, the subsidiary guarantors party thereto and the initial purchasers of the Securities.

“Temporary Regulation S Global Security” has the meaning given to such term in Section 3.01.

SECTION 2.04. Amendment of Section 3.01 of Fourth Supplemental Indenture . Section 3.01 of the Fourth Supplemental Indenture is hereby amended and restated to read in its entirety as follows with respect to the Securities:

“SECTION 3.01. Form. Provisions relating to the Securities are set forth in Exhibit A and Exhibit C hereto, which are hereby incorporated in and expressly made a part of this Supplemental Indenture. The Securities and the Trustee’s certificate of authentication thereto shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Supplemental Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The Securities shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms of the Securities set forth in Exhibit A are part of the terms of this Supplemental Indenture.

Securities may be issued from time to time in transactions exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. Any Securities so issued shall be Restricted Securities and shall be issued bearing the Private Placement Legend. Restricted Securities to be resold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global securities in registered form, substantially in the form of Exhibit C (each a “144A Global Security”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and shall bear the Private Placement Legend. Restricted Securities offered and sold or to be resold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global security in registered form, substantially in the form of Exhibit C (the “Temporary Regulation S Global Security”), deposited with the Trustee, as custodian for the Depositary, duly executed by the

Company and authenticated by the Trustee in accordance with the terms of the Indenture and shall bear the Private Placement Legend. If required, reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Securities in reliance on Regulation S and the issue date of the Securities, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Security is a Non-U.S. Person, substantially in the form of Exhibit G from the Depositary, a single permanent global security in registered form substantially in the form of Exhibit C (the “Permanent Regulation S Global Security,” and together with the Temporary Regulation S Global Security, the “Regulation S Global Security”) duly executed by the Company and authenticated by the Trustee in accordance with terms of the Indenture shall be deposited with the Trustee, as custodian for the Depositary, and, in such case, the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Security and the issuance of the Permanent Regulation S Global Security.

Neither the initial offer and sale nor the initial resale of the Securities shall be made to an Institutional Accredited Investor. The Securities resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 3.15 of the Base Indenture shall be issued initially with a zero balance and in the form of a single permanent global security in registered form, substantially in the form of Exhibit C (the “IAI Global Security,” and, together with the 144A Global Security and the Regulation S Global Security, the “Global Securities”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and shall bear the Private Placement Legend.”

SECTION 2.05. Amendment of Section 4.02 of Fourth Supplemental Indenture . Section 4.02 of the Fourth Supplemental Indenture is hereby amended by designating the current provisions of such Section as subsection (a) and adding the following new subsections thereafter:

(b) Amendment of Section 3.03 of the Base Indenture. Section 3.03(g)(iv) of the Base Indenture is hereby amended, but only with respect to the Securities, to add the words “the Private Placement Legend, if applicable, and” after “shall bear” and before “a legend substantially to the following effect.”

(c) Amendment of Section 3.06 of Base Indenture. Section 3.06 of the Base Indenture is hereby amended, but only with respect to the Securities, as follows:

(i) Section 3.06(a) of the Base Indenture is hereby amended by adding the following subsection (iii) to the end of such section:

“(iii) Interests of beneficial owners in the Securities may be transferred or exchanged in accordance with this Section 3.06 and Section 3.15.”

(ii) Section 3.06(c) of the Base Indenture is hereby amended by adding the words “or in accordance with Section 3.15” in the first sentence of such section after “Except as otherwise provided below” and before “, owners of beneficial interests.”

(iii) Section 3.06 of the Base Indenture is hereby amended by the adding the following subsection (m) to the end of the Section:

“All Securities issued upon any registration of transfer or exchange of Securities that are Restricted Securities shall, except as otherwise provided by Section 3.15, bear the Private Placement Legend.”

(d) Addition of Section 3.15 to Base Indenture. Article III of the Base Indenture is hereby amended by adding the following new Section 3.15 at the end thereof:

“SECTION 3.15. Special Transfer and Exchange Provisions.

(a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a Restricted Security to any Institutional Accredited Investor which is not a QIB:

(i) the Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto and any legal opinions, certifications and other information as may be reasonably requested by the Registrar and the Company;

(ii) if the proposed transferee is a Member and the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by an interest in the IAI Global Security, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing, and (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (i)(y) of this subsection (a) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall increase the aggregate principal amount of the IAI Global Security in an amount equal to the aggregate principal amount of Individual Securities to be transferred, and the Registrar shall cancel the Individual Securities so transferred;

(iii) if the proposed transferor is a Member seeking to transfer an interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Security Custodian and the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (i)(y) of this subsection (a) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall (A) decrease the aggregate principal amount of the 144A Global Security or the Regulation S Global Security, as the case may be, from which such interests are to be transferred in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the IAI Global Security in an amount equal to the aggregate principal amount of the Securities to be transferred;

(iv) if the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by Individual Securities, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing, and (x) written instructions given in accordance with the Registrar’s procedures and (y) the certificate, if required, referred to in clause (i)(y) of this subsection (a) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer of Individual Securities; and

(v) if the proposed transferor is a Member and the Securities to be transferred will thereafter be evidenced by Individual Securities, upon receipt by the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (i)(y) of this subsection (a) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall decrease the aggregate principal amount of the relevant Global Security by the aggregate principal amount of the Securities to be transferred. Thereafter, the Company shall execute, and the Trustee shall authenticate and deliver, Individual Securities to the transferee in accordance with the terms of the Indenture.

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a Restricted Security to a QIB:

period with respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the Security stating, or has otherwise advised the Company and the Registrar in writing, that (A) the sale has been made in compliance with the provisions of Rule 144A to a transferee that is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that the transferor reasonably believes that the transferee and any such account is a QIB, (B) the sale has been made in compliance with any applicable blue sky securities laws of the United States of America and (C) the transferor has advised the transferee that the sale to it is being made in reliance on Rule 144A and has received a written acknowledgment from the transferee (a copy of which shall be provided to the Registrar and the Company upon request) that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii) if the proposed transferee is a Member and the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing and written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall increase the aggregate principal amount of the 144A Global Security in an amount equal to the aggregate principal amount of Individual Securities to be transferred, and the Registrar shall cancel the Individual Securities so transferred;

(iii) if the proposed transferor is a Member seeking to transfer an interest in the IAI Global Security or the Regulation S Global Security which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Security Custodian and the Registrar of written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall (A) decrease the aggregate principal amount of the IAI Global Security or the Regulation S Global Security, as the case may be, in an amount equal to the aggregate principal amount of the beneficial interest in the IAI Global Security or the Regulation S Global Security, as the case may be, to be transferred and (B) increase the aggregate principal amount of the 144A Global Security in an amount equal to the aggregate principal amount of the Global Securities to be transferred;

(iv) if the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by Individual Securities, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing, and written instructions given in accordance with the Registrar’s procedures, the Registrar shall register the transfer of Individual Securities; and

(v) if the proposed transferor is a Member seeking to transfer an interest in the IAI Global Security, the Regulation S Global Security or the 144A Global Security which after transfer are to be evidenced by Individual Securities, upon receipt by the Security Custodian and the Registrar of written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall decrease the aggregate principal amount of the relevant Global Security by the aggregate principal amount of the Securities to be transferred. Thereafter, the Company shall execute, and the Trustee shall authenticate and deliver, Individual Securities to the transferee in accordance with the terms of the Indenture.

(c) Transfers of Interests in the Temporary Regulation S Global Note. The following provisions shall apply with respect to the registration of any proposed transfer of interests in the Temporary Regulation S Global Security:

(i) the Registrar shall register the transfer of an interest in the Temporary Regulation S Global Security, whether or not such Global Security bears the Private Placement Legend, if the proposed transferor has

delivered to the Registrar a certificate substantially in the form of Exhibit G stating, among other things, that the proposed transferee is a Non-U.S. Person; and

(ii) if the proposed transferee is a Member, upon receipt by the Registrar of the documents referred to in clause (i) of this subsection (c), if required, and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Security Custodian and the Registrar shall reflect on its books and records the date and amount of such transfer of an interest in the Temporary Regulation S Global Security.

(d) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of an interest in a Restricted Security to a Non-U.S. Person under Regulation S:

(i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit F from the proposed transferor and such legal opinion, certifications and other information as the Registrar or the Company may reasonably request;

(ii) if the proposed transferee is a Member and the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by an interest in the Permanent Regulation S Global Security, upon receipt by the Registrar of (x) the documents required by clause (i) of this subsection (d) and (y) written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall increase the aggregate principal amount of the Permanent Regulation S Global Security in an amount equal to the aggregate principal amount of the Individual Securities to be transferred, and the Registrar shall cancel the Individual Securities so transferred;

(iii) if the proposed transferor is a Member seeking to transfer an interest in the 144A Global Security or the IAI Global Security, upon receipt by the Security Custodian and the Registrar of (x) the documents required by clause (i) of this subsection (d) and (y) written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall (A) decrease the aggregate principal amount of the 144A Global Security or the IAI Global Security, as the case may be, in an amount equal to the aggregate principal amount of the beneficial interest in the 144A Global Security or the IAI Global Security, as the case may be, to be transferred and (B) increase the aggregate principal amount of the Permanent Regulation S Global Security in an amount equal to the aggregate principal amount of the Global Securities to be transferred;

(iv) if the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by Individual Securities, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing, and (x) the documents required by clause (i) of this subsection (d) and (y) written instructions given in accordance with the Registrar’s procedures, the Registrar shall register the transfer of such Individual Securities; and

(v) if the proposed transferor is a Member and the Securities seeking to transfer an interest in the Permanent Regulation S Global Security which after transfer are to be evidenced by Individual Securities, upon receipt by the Security Custodian and the Registrar of the (x) the documents required by clause (i) of this subsection (d) and (y) written instructions given in accordance with the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall decrease the aggregate principal amount of the relevant Global Security by the aggregate principal amount of the Securities to be transferred. Thereafter, the Company shall execute, and the Trustee shall authenticate and deliver, Individual Securities to the transferee in accordance with the terms of the Indenture.

(e) Exchange Offer; Private Exchange.

(i) Upon the occurrence of an Exchange Offer in accordance with the terms of a registration rights agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 3.03, the Trustee shall authenticate one or more Global Securities and/or Individual Securities not bearing the Private Placement Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the

Global Securities or Individual Securities, as the case may be, tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer.

(ii) Upon the occurrence of a Private Exchange in accordance with the terms of a of a registration rights agreement, the Company will issue, if necessary, and, upon receipt of an authentication order in accordance with Section 3.03, the Trustee shall authenticate one or more Global Securities and/or Individual Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Securities or Individual Securities, as the case may be, being exchanged and having the status of an unsold allotment in the initial distribution of the Securities, which, in each case, shall bear such legends and/or notations as the Company and the Trustee reasonably deem appropriate.

(iii) Concurrently with the issuance of such Exchange Securities and/or Private Exchange Securities, the Security Custodian and the Registrar shall cause the aggregate principal amount of the applicable Global Securities bearing the Private Placement Legend to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Individual Securities so accepted Individual Securities in the appropriate principal amount. Individual Securities exchanged for Exchange Securities and/or Private Exchange Securities will be canceled by the Trustee in accordance with Section 3.09.

(f) Other Transfers. The following provisions shall apply with respect to any transfer of an interest in a Restricted Security other than those set forth in subsections (b), (c), (d) and (e) above:

(i) the Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit H hereto and any legal opinions, certifications and other information as may be reasonably requested by the Trustee and the Company;

(ii) if the proposed transferee is a Member and the Securities to be transferred consist of Individual Securities which after transfer are to be evidenced by an interest in a Global Security, upon receipt by the Registrar of the Individual Security duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Holder thereof or by his, her or its attorney duly authorized in writing, and (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate referred to in clause (i)(y) of this subsection (f) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall increase the aggregate principal amount of the relevant Global Security in an amount equal to the aggregate principal amount of Individual Securities to be transferred, and the Registrar shall cancel the Individual Securities so transferred;

(iii) if the proposed transferor is a Member seeking to transfer an interest in a Global Security and the Securities to be transferred will thereafter be evidenced by an interest in a Global Security, upon receipt by the Security Custodian and the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate referred to in clause (i)(y) of this subsection (f) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date and aggregate principal amount of the Securities to be transferred;

(i)(y) of this subsection (f) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer of Individual Securities; and

(v) if the proposed transferor is a Member seeking to transfer an interest in a Global Security and the Securities to be transferred will thereafter be evidenced by Individual Securities, upon receipt by the Security Custodian and the Registrar of (x) written instructions given in accordance with the Depositary’s and the Registrar’s procedures and (y) the certificate referred to in clause (i)(y) of this subsection (f) and any legal opinion, certifications and other information as the Registrar or the Company may reasonably request, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall decrease the aggregate principal amount of the relevant Global Security by the aggregate principal amount of the Securities to be transferred. Thereafter, the Company shall execute, and the Trustee shall authenticate and deliver, Individual Securities to the transferee in accordance with the terms of the Indenture.

(g) Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend unless otherwise required by applicable law, the Registrar shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only Securities that bear the Private Placement Legend unless (i) there is delivered to the Trustee a legal opinion reasonably satisfactory to the Company and the Registrar to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Security has been offered and sold (including pursuant to the Exchange Offer) pursuant to an effective registration statement under the Securities Act.

(h) By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.15. All legal opinions, certifications and other information submitted to the Trustee or Registrar pursuant to this Section 3.15 to effect a registration of transfer or exchange may be submitted by facsimile. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with, or have any responsibility with respect to, the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Securities.

(i) Special Interest. If Special Interest becomes payable pursuant to the terms of a registration rights agreement among the Company, the subsidiary guarantors party thereto and the initial purchasers of any Restricted Securities, Special Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on such Restricted Securities. If Special Interest becomes payable on such Restricted Securities, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Special Interest is payable setting forth the accrual period and the amount of such Special Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder upon request. Unless and until the Trustee receives such a certificate, the Trustee may assume without inquiry that no such Special Interest is payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Special Interest is payable, or with respect to the nature, extent, or calculation of the amount of any Special Interest owed, or with respect to the method employed in such calculation of any Special Interest.”

SECTION 2.06. Amendment of Section 4.03 of Fourth Supplemental Indenture . Section 4.03 of the Fourth Supplemental Indenture is hereby amended and restated to read in its entirety as follows:

“SECTION 4.03. Amendment of Article IV of Base Indenture. Section 4.02(a) of the Base Indenture is hereby amended, but only with respect to the Securities, by deleting the words “the Trustee shall select, by lot or in such other manner as the Trustee shall deem appropriate”, and replacing such deleted words with “if the Securities are Global Securities, the Securities to be redeemed will be selected by the Depositary in accordance with

applicable Depositary procedures, and if the Securities to be redeemed are not Global Securities, the Trustee shall select, on a pro rata basis to the extent practicable”.”

ARTICLE III
AMENDMENT OF EXISTING INDENTURE

SECTION 3.01. Amendment of Section 6.06 of Existing Indenture. Section 6.06(c) of the Existing Indenture is hereby amended, but only with respect to the Initial Securities and any Additional Securities issued on or after the date hereof, to add the following parenthetical after “by first-class mail” and before “to each Holder”: “(or with respect to Global Securities, to the extent permitted or required by applicable Depositary procedures or regulations, send electronically).”

SECTION 3.02. Amendment of Section 6.08 of Existing Indenture. Section 6.08(b) of the Existing Indenture is hereby amended, but only with respect to the Initial Securities and any Additional Securities issued on or after the date hereof, (i) to add the following parenthetical after “the Company shall mail” and before “a notice”: “(or with respect to Global Securities, to the extent permitted or required by applicable Depositary procedures or regulations, send electronically),” and (ii) to delete the word “mailed” in subsection (iii) and add the word “sent” in its place.

SECTION 3.03. Amendment of Section 12.01 of Existing Indenture. Section 12.01(a) of the Existing Indenture is hereby amended, but only with respect to the Initial Securities and any Additional Securities issued on or after the date hereof, to delete the word “mailing” after “as a result of the” and before “of a notice” and to add the word “sending” in its place.

SECTION 3.04. Amendment of Sections 14.01 and 14.02 of Existing Indenture . Sections 14.01 and 14.02 of the Existing Indenture are hereby amended, but only with respect to the Initial Securities and any Additional Securities issued on or after the date hereof, to add the following parenthetical after “the Company shall mail” and before “to Holders a notice” in each such Section: “(or with respect to Global Securities, to the extent permitted or required by applicable Depositary procedures or regulations, send electronically).”

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. Integral Part. This Sixth Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 4.02. Adoption, Ratification and Confirmation. The Existing Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

SECTION 4.03. Counterparts. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all purposes.

SECTION 4.04. Severability. Should any provision of this Sixth Supplemental Indenture for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Sixth Supplemental Indenture, which other provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by law.

SECTION 4.05. Governing Law. THIS SIXTH SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS

OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 4.06. Trustee Makes No Representation. The Trustee makes no representation and shall not be responsible or accountable as to the validity, execution by the other parties hereto or thereto or sufficiency of this Sixth Supplemental Indenture or of the Securities or Subsidiary Guarantees. The recitals and statements herein are deemed to be those of the Company and Subsidiary Guarantors and not of the Trustee and the Trustee shall not be held responsible in any manner whatsoever for their correctness. The Trustee shall not be accountable for the use or application by the Company of the Securities or the proceeds thereof.

SECTION 4.07. Damages Limitation. In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Company hereby confirms to the Trustee that this Sixth Supplemental Indenture has not resulted in a material modification of the Initial Securities for Foreign Accounting Tax Compliance Act purposes.

SECTION 4.08. U.S.A. PATRIOT Act. The Company and the Subsidiary Guarantors acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Sixth Supplemental Indenture agree that they shall provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Supplemental Indenture on the date first set forth above.

HEALTHSOUTH CORPORATION, as Issuer

By: /s/ Douglas E. Coltharp

Name: Douglas E. Coltharp

Title: Executive Vice President and Chief Financial Officer

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[Signature Page to Sixth Supplemental Indenture]

GUARANTORS

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 of Dothan, Inc.

HEALTHSOUTH of Nittany Valley, Inc.

HEALTHSOUTH of South Carolina, Inc.

HEALTHSOUTH of Spring Hill, Inc.

HEALTHSOUTH of Treasure Coast, Inc.

HEALTHSOUTH of Yuma, Inc.

HEALTHSOUTH Rehabilitation Center, Inc.

HEALTHSOUTH Rehabilitation Center of New Hampshire, Inc.

HealthSouth Rehabilitation Hospital of Austin, Inc.

HEALTHSOUTH Rehabilitation Hospital of Manati, Inc.

HealthSouth Rehabilitation Hospital of Montgomery, Inc.

HealthSouth Rehabilitation Hospital of San Juan, Inc.

HealthSouth Rehabilitation Hospital of Texarkana, Inc.

HealthSouth Rehabilitation Hospital The Woodlands, Inc.

HealthSouth Rehabilitation Institute of San Antonio, (RIOSA), Inc.

Lakeshore System Services of Florida, Inc.

Rehab Concepts Corp.

Rehabilitation Hospital of Colorado Springs, Inc.

Rehabilitation Hospital of Nevada-Las Vegas, Inc.

Sherwood Rehabilitation Hospital, Inc.

Tarrant County Rehabilitation Hospital, Inc.

Tyler Rehabilitation Hospital, Inc.

Western Neuro Care, Inc.

By: /s/ Edmund M. Fay

Name: Edmund M. Fay
Title: Authorized Signatory

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[Signature Page to Sixth Supplemental Indenture]

Lakeview Rehabilitation Group Partners

By: Continental Medical of Kentucky, Inc.

Its: General Partner

Southern Arizona Regional Rehabilitation Hospital, L.P.

By: Continental Rehabilitation Hospital of Arizona, Inc.

Its: General Partner

Western Medical Rehab Associates, L.P.

By: Western Neuro Care, Inc.

Its: General Partner

By: /s/ Edmund M .Fay

Name: Edmund M. Fay
Title: Authorized Signatory

[Signature Page to Sixth Supplemental Indenture]

Advantage Health, LLC

HealthSouth Arizona Real Estate, LLC

HEALTHSOUTH Aviation, LLC

HealthSouth Bakersfield Rehabilitation Hospital, LLC

HealthSouth California Real Estate, LLC

HealthSouth Cardinal Hill Rehabilitation Hospital, LLC

HealthSouth Colorado Real Estate, LLC

HealthSouth Deaconess Holdings, LLC

HealthSouth East Valley Rehabilitation Hospital, LLC

HealthSouth Harmarville Rehabilitation Hospital, LLC

HealthSouth Johnson City Holdings, LLC

HealthSouth Joint Ventures Holdings, LLC

HealthSouth Kansas Real Estate, LLC

HealthSouth Kentucky Real Estate, LLC

HealthSouth Littleton Rehabilitation, LLC

HealthSouth Martin County Holdings, LLC

HealthSouth Middletown Rehabilitation Hospital, LLC

HealthSouth Nevada Real Estate, LLC

HealthSouth New Mexico Real Estate, LLC

HealthSouth Northern Kentucky Rehabilitation Hospital, LLC

HealthSouth Ohio Real Estate, LLC

HealthSouth Owned Hospitals Holdings, LLC

HealthSouth Pennsylvania Real Estate, LLC

HealthSouth Plano Rehabilitation Hospital, LLC

HealthSouth Properties, LLC

HealthSouth Reading Rehabilitation Hospital, LLC

HealthSouth Real Estate, LLC

HealthSouth Real Property Holding, LLC

HealthSouth Rehabilitation Hospital at Drake, LLC

HealthSouth Rehabilitation Hospital of Arlington, LLC

HealthSouth Rehabilitation Hospital of Beaumont, LLC

HealthSouth Rehabilitation Hospital of Charleston, LLC

HealthSouth Rehabilitation Hospital of Cypress, LLC

HealthSouth Rehabilitation Hospital of Desert Canyon, LLC

HealthSouth Rehabilitation Hospital of Fort Worth, LLC

HealthSouth Rehabilitation Hospital of Fredericksburg, LLC

HealthSouth Rehabilitation Hospital of Gadsden, LLC

HealthSouth Rehabilitation Hospital of Henderson, LLC

HealthSouth Rehabilitation Hospital of Humble, LLC

HealthSouth Rehabilitation Hospital of Largo, LLC

HealthSouth Rehabilitation Hospital of Las Vegas, LLC

HealthSouth Rehabilitation Hospital of Marion County, LLC

HealthSouth Rehabilitation Hospital of Mechanicsburg, LLC

HealthSouth Rehabilitation Hospital of Miami, LLC

HealthSouth Rehabilitation Hospital of Midland/Odessa, LLC

HealthSouth Rehabilitation Hospital of Modesto, LLC

HealthSouth Rehabilitation Hospital of New Mexico, LLC

HealthSouth Rehabilitation Hospital of Newnan, LLC

HealthSouth Rehabilitation Hospital of Northern Virginia, LLC

HealthSouth Rehabilitation Hospital of Petersburg, LLC

HealthSouth Rehabilitation Hospital of Sarasota, LLC

HealthSouth Rehabilitation Hospital of Seminole County, LLC

HealthSouth Rehabilitation Hospital of Sewickley, LLC

HealthSouth Rehabilitation Hospital of South Jersey, LLC

HealthSouth Rehabilitation Hospital of Sugar Land, LLC

HealthSouth Rehabilitation Hospital of Tallahassee, LLC

[Signature Page to Sixth Supplemental Indenture]

HealthSouth Rehabilitation Hospital of Utah, LLC

HealthSouth Rehabilitation Institute of Tucson, LLC

HealthSouth Savannah Holdings, LLC

HealthSouth Scottsdale Rehabilitation Hospital, LLC

HealthSouth Sea Pines Holdings, LLC

HealthSouth South Carolina Real Estate, LLC

HealthSouth Specialty Hospital of North Louisiana, LLC

HealthSouth Sub-Acute Center of Mechanicsburg, LLC

HealthSouth Sunrise Rehabilitation Hospital, LLC

HealthSouth Support Companies, LLC

HealthSouth Texas Real Estate, LLC

HealthSouth Tucson Holdings, LLC

HealthSouth Utah Real Estate, LLC

HealthSouth Valley of the Sun Rehabilitation Hospital, LLC

HealthSouth Virginia Real Estate, LLC

HealthSouth Walton Rehabilitation Hospital, LLC

HealthSouth West Virginia Real Estate, LLC

HealthSouth Westerville Holdings, LLC

HealthSouth of East Tennessee, LLC

HealthSouth of Erie, LLC

HealthSouth of Fort Smith, LLC

HealthSouth of Pittsburgh, LLC

HealthSouth of Toms River, LLC

HealthSouth of York, LLC

New England Rehabilitation Management Co., LLC

Print Promotions Group, LLC

Rebound, LLC

Rehabilitation Hospital Corporation of America, LLC

Rehabilitation Hospital of Plano, LLC

Rehabilitation Institute of Western Massachusetts, LLC

By: /s/ Edmund M. Fay

Name: Edmund M. Fay
Title: Authorized Signatory

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[Signature Page to Sixth Supplemental Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Stefan Victory

Name: Stefan Victory
Title: Vice President

[Signature Page to Sixth Supplemental Indenture]

EXHIBIT C

FORM OF FACE OF SECURITY

[Insert the applicable legends from Exhibit D]

5.75% Senior Notes Due 2024

NO. CUSIP No. [ ]

ISIN No. [ ]

HEALTHSOUTH CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $ Dollars on November 1, 2024.

Interest Payment Dates: May 1 and November 1.

Record Dates: April 15 and October 15.

Additional provisions of this Security are set forth on the other side of this Security.

C-1

Dated:

HEALTHSOUTH CORPORATION

By
Name:
Title:

By ___________________________________
Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of authentication:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By __________________________

Authorized Signatory

C-1

[FORM OF REVERSE SIDE OF SECURITY]
5.75% Senior Note Due 2024

1.Interest

HealthSouth Corporation, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on May 1 and November 1 of each year, commencing . Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from . Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful.

2.Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depositary. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.Paying Agent and Registrar

Initially, Wells Fargo Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.Indenture

The Company issued the Securities under the fourth supplemental indenture, dated September 11, 2012, as supplemented by the sixth supplemental indenture, dated August 7, 2015, to the indenture dated as of December 1, 2009 (together with the supplemental indentures, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.

The Securities are general unsecured obligations of the Company. The Company shall be entitled, subject to its compliance with Section 6.03 of the Indenture, to issue Additional Securities pursuant to Section 3.14 of the Indenture. The Securities issued on August 7, 2015, and any Additional Securities, will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries;

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consolidate, merge or transfer all or substantially all of its assets; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.Optional Redemption

Except as set forth below, the Company shall not be entitled to redeem the Securities.

On and after November 1, 2017, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 1 of the years set forth below:



Period	Redemption Price
2017	102.875%
2018	101.917%
2019	100.958%
2020 and thereafter	100.000%

In addition, prior to November 1, 2015, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 105.75%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to November 1, 2017, the Company shall be entitled at its option to redeem all, but not less than all, of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

6.Notice of Redemption

Notice of redemption will be mailed (or with respect to Global Securities, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

7.Put Provisions

Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

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8.Guarantee

The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture.

9.Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $2,000 principal amount and any greater integral multiple of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date.

10.Persons Deemed Owners

Except as provided in paragraph 2 hereof, the registered Holder of this Security may be treated as the owner of it for all purposes.

11.Unclaimed Money

If money for the payment of principal or interest on any Securities remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request at the end of the two years after such principal or interest has become due or payable, unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company as general creditors and not to the Trustee for payment.

12.Discharge and Defeasance

Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

13.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article V of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, including Subsidiary Guarantees, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to conform the text of the Indenture or the Securities to any provision of the “Description of Notes” section of the Prospectus Supplement under certain circumstances, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Securities.

14.Defaults and Remedies

Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to redeem or purchase

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Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $50 million; (e) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $50 million; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

15.Trustee Dealings with the Company

Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Co-Registrar or Co-Paying Agent may do the same with like rights.

16.No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

17.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

18.Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to

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the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Securityholder upon written request and without charge to the Security holder a copy of the Indenture, which has in it the text of this Security in larger type[, and the Registration Rights Agreement (as defined herein)]. Requests may be made to:

3660 Grandview Parkway, Suite 200

Birmingham, Alabama 35243

Attention: General Counsel

[21. Registration Rights Agreement

The Holder of this Security is entitled to the benefits of the registration rights agreement (the “Registration Rights Agreement”) between the Company, the Subsidiary Guarantors and the initial purchasers named therein, dated [ ]. In certain circumstances, the Company may be obligated to pay liquidated damages in the form of special interest.]¹

¹This Section not to appear on Exchange Securities, Private Exchange Securities or Additional Securities unless required by the terms of such Additional Securities.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ____________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

DATE: YOUR SIGNATURE:

Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of this Security occurring prior to the date which is the day following the expiration of the applicable holding period set forth in Rule 144(d) of the Securities Act, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and is making the transfer pursuant to one of the following:

[Check One]

(1) ¨to Company or a subsidiary thereof; or

(2) ¨ to a person who the transferor reasonably believes is a “qualified institutional buyer” pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or

(3) ¨; to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or

(4) ¨; outside the United States to a non-“U.S. person” as defined in Rule 902 of Regulation S under the Securities Act in compliance with Rule 904 of Regulation S under the Securities Act and, if the transfer is being made prior to the expiration of the 40-day distribution compliance period as defined in Regulation S, the Securities shall be held immediately thereafter through the Euroclear System or Clearstream Banking, S.A.; or

(5) ¨; pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to another exemption available under the Securities Act; or

(6) ¨; pursuant to an effective registration statement under the Securities Act.

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and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”):

¨; The transferee is an Affiliate of the Company.

Unless one of the foregoing items (1) through (6) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4) or (5) is checked, the Company or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and other information as the Registrar or the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the foregoing items (1) through (6) are checked, the Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.15 of the Indenture shall have been satisfied.

BOX TO BE CHECKED IF TRANSFEROR CHECKED BOX 2 ABOVE

¨; The undersigned represents and warrants that, that the transfer will be made (A) in compliance with the provisions of Rule 144A to a transferee that is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that the transferor reasonably believes that the transferee and any such account is a QIB, and (B) the sale has been made in compliance with any applicable blue sky securities laws of the United States of America.

Dated: _________________________ Signed:_________________________________________

(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:_________________________________________________________________________

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Act.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:



Date of Exchange	Amount of decrease	Amount of increase	Principal amount of	Signature of
	in Principal amount	in Principal amount	this Global Security	authorized signatory of Trustee or
	of this Global	of this Global	following such	Securities
	Security	Security	decrease or increase	Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 6.06 or 6.08 of the Indenture, check the box: ¨

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 6.06 or 6.08 of the Indenture, state the amount in principal amount: $



Dated: _____________________________________________		Your Signature:_____________________________________
		(Sign exactly as your name appears on the other side of this Security.)
Signature Guarantee:	____________________________________________________________________ (Signature must be guaranteed)

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EXHIBIT D

FORM OF LEGENDS

Each Global Security and Individual Security that constitutes a Restricted Security shall bear the following legend (the “Private Placement Legend”) on the face thereof until the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act, unless otherwise agreed by the Company and the Holder thereof or if such legend is no longer required by Section 3.15(g) of the Indenture:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), (E) PURSUANT TO OFFERS AND SALES TO “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR 7 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY “DISTRIBUTION” AS DEFINED IN AND IN VIOLATION OF THE SECURITIES ACT, (F) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (G) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

Each Temporary Regulation S Global Security shall also bear the following legend:

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED

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ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Each Global Security authenticated and delivered hereunder shall also bear the following legend:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Each Individual Security authenticated and delivered hereunder shall also bear the following legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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EXHIBIT E

FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

Date:

Wells Fargo Bank – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: [email protected]

Re: Transfer of 5.75% Senior Notes due 2024 of HealthSouth Corporation (the “Company”)

Ladies and Gentlemen:

In connection with our proposed purchase of the Company’s 5.75% Senior Notes due 2024 (the “Securities”), we confirm that:


1.	We understand that any subsequent transfer of the Securities is subject to certain restrictions and conditions set forth in the Indenture relating to the Securities, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities except in compliance with, such restrictions and conditions and the Securities Act, and all applicable state securities laws.

We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities may not be offered, sold, pledged or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell, offer, pledge or otherwise transfer any Securities, we will do so only (i) to the Company or any of its subsidiaries, (ii) inside the United States in a transaction meeting the requirements of Rule 144A under the Securities Act to a person whom we reasonably believe to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (iii) inside the United States to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Registrar a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities (the form of which letter can be obtained from the Registrar),

(iv) outside the United States to a person that is not a U.S. person (as defined in Rule 902 of Regulation S, (v) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or another available exemption under the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Securities from us a notice advising such purchaser that resales of the Securities are restricted as stated herein.

We are not acquiring the Securities for or on behalf of, and will not transfer the Securities to, any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended) or plan (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended), except as permitted in the section entitled “Transfer Restrictions” of the offering circular pursuant to which the Securities were sold.


4.	We understand that, on any proposed resale of any Securities, we will be required to furnish to the Registrar, the Security Custodian and the Company such legal opinions, certifications and other information as the Registrar, the Security Custodian and the Company may reasonably request to confirm

E-1

that the proposed sale complies with the foregoing restrictions. We further understand that the Securities purchased by us will bear a legend to the foregoing effect.

We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment, as the case may be.


6.	We are acquiring the Securities purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


7.	Capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.

You, as Registrar, the Security Custodian, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferee]

By:____________________

Name:

Title:

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EXHIBIT F

FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION

WITH TRANSFERS OF PURSUANT TO REGULATION S

Wells Fargo Bank – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: [email protected]

Re: Transfer of 5.75% Senior Notes due 2024 (the “Securities”) of HealthSouth Corporation (the “Company”)

Ladies and Gentlemen:

In connection with our proposed sale of $[ ] aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent as follows (check one of the boxes in the first or second paragraphs):

(1) Transfer Pursuant to Regulation S. ¨;

(a) the offer of the Securities was not made to a person in the United States;

(b) either (i) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 (b) or Rule 904(b) of Regulation S under the Securities Act, as applicable; and

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

(2) Transfer Pursuant to Rule 144 of the Securities Act. ¨;

(a) such transfer has been made in accordance with Rule 144 of the Securities Act.

(3) Other Representations. We represent that we have advised the transferee of the transfer restrictions applicable to the Securities.

F-1

You, as Registrar, the Security Custodian, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S under the Securities Act.

Very truly yours,

[Name of Transferor]

By:______________________

Authorized Signatory

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EXHIBIT G

FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION

WITH TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE

Date:

Wells Fargo Bank – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: [email protected]

Re: Transfer of 5.75% Senior Notes due 2024 (the “Securities”) of HealthSouth Corporation (the “Company”)

Dear Sirs:

This letter relates to U.S. $[ ] principal amount of Securities represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 3.15(c) of the indenture, dated as of December 1, 2009 (the “Base Indenture”), as supplemented by the fourth supplemental indenture (the “Fourth Supplemental Indenture”), dated as of September 11, 2012 and as further supplemented by the sixth supplemental indenture, dated as of August 7, 2015 (together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”), by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association (as successor in interest to The Bank of Nova Scotia Trust Company of New York), as trustee, relating to the Securities, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

You, as Registrar, the Security Custodian, the Company, counsel for the Company and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S under the Securities Act.

Very truly yours,

[Name of Holder]

By:______________________

Authorized Signatory

G-1

EXHIBIT H

FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION

WITH OTHER TRANSFERS OF SECURITIES

Date:

Wells Fargo Bank – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: [email protected]

Re: Transfer of 5.75% Senior Notes due 2024 (the “Securities”) of HealthSouth Corporation (the “Company”)

Ladies and Gentlemen:

In connection with our proposed purchase of the Securities, we confirm that (check the appropriate box):


1.	The transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Securities and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States of America, and

¨; such transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

¨; such transfer is being effected to the Company or a subsidiary thereof;

¨; such transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

¨; (i) The transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the indenture, dated as of December 1, 2009 (the “Base Indenture”), as supplemented by the fourth supplemental indenture (the “Fourth Supplemental Indenture”), dated as of September 11, 2012 and as further supplemented by the sixth supplemental indenture, dated as of August 7, 2015 (together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”), by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association (as successor in interest to The Bank of Nova Scotia Trust Company of New York), as trustee, and any applicable blue sky securities laws of any state of the United States of America and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Securities and in the Indenture.


3.	Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

H-1

Very truly yours,

[Name of Transferee]

By:____________________

Name:

Title:

H-2

Exhibit 4.5

EXECUTION VERSION

$350,000,000

HealthSouth Corporation

5.75% Senior Notes due 2024

REGISTRATION RIGHTS AGREEMENT

August 7, 2015

Goldman, Sachs & Co.,

As Representative of the several Purchasers

named in Schedule I hereto,

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198

and

Barclays Capital Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

as Purchasers (as defined below)

Dear Ladies and Gentlemen:

HealthSouth Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers listed on Schedule I hereto (collectively, the “Purchasers”), upon the terms set forth in a purchase agreement dated as of August 4, 2015 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 5.75% Senior Notes due 2024 (the “Initial Securities”) to be unconditionally guaranteed on a senior unsecured basis by the subsidiaries of the Company designated as guarantors in Schedule II to the Purchase Agreement (the “Initial Guarantors”) and certain subsidiaries of the Company (the “Additional Subsidiary Guarantors” and, together with the Initial Guarantors, the “Guarantors”) that shall become party to this Registration Rights Agreement (this “Agreement”) upon execution of a joinder agreement to this Agreement substantially in the form of Annex A hereto (the “Registration Rights Joinder”). The Initial Securities will be issued pursuant to an indenture (the “Base Indenture”), dated as of December 1, 2009, between the Company and Wells Fargo Bank, National Association (successor to The Bank of Nova Scotia Trust Company of New York), as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture to the Base Indenture, dated

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September 11, 2012, among the Company, the subsidiary guarantors party thereto and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”), and as further supplemented by a sixth supplemental indenture to the Base Indenture, dated August 7, 2015, among the Company, the subsidiary guarantors party thereto and the Trustee (the “Sixth Supplemental Indenture”, and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”). As an inducement to the Purchasers to enter into the Purchase Agreement, the Company agrees with the Purchasers, for the benefit of the holders of the Initial Securities (including the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “Holders”), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law or Commission policy or required to avoid a violation of applicable law or Commission policy, the Company and the Guarantors shall prepare and use commercially reasonable efforts to file, not later than 180 days (or if the 180th day is not a business day, the first business day thereafter) (such 180th day or first business day thereafter being an “Exchange Offer Filing Deadline”) after the date on which the Initial Securities are first issued (the “Issue Date”), with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Initial Securities that are Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and that would be registered under the Securities Act. The Company and the Guarantors shall use their commercially reasonable efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 240 days after the Issue Date (or if the 240th day is not a business day, the first business day thereafter) (such 240th or first business day thereafter day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is sent to the Holders (such period being called the “Exchange Offer Registration Period”). As used herein, the term “business day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to remain closed in New York City, New York.

If the Company commences the Registered Exchange Offer, the Company, on behalf of itself and the Guarantors, (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) shall use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter), but in any event no

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later than 300 days after the Issue Date (such 300th day (or longer if required by applicable law) being the “Consummation Deadline”) by the Commission.

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company, on behalf of itself and the Guarantors, shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate (as defined below) of the Company or the Guarantors, acquires the Exchange Securities in the ordinary course of such Holder’s business,has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and, if such Holder is a Participating Broker-Dealer (as defined below) and will receive Exchange Securities for its own account in exchange for Transfer Elected Securities acquired as a result of market-making or other trading activities, agrees to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. As used herein, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act.

The Company and the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex B hereto on the cover of such prospectus, (b) Annex C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section of such prospectus, and (c) Annex D hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) a Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the earlier to occur of the 180th day after the consummation of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of

EXECUTION VERSION

any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Purchaser holds Initial Securities acquired by it as part of the initial distribution, the Company, on behalf of itself and the Guarantors and simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, which request must be made no later than the date of acceptance of the Exchange Offer, in exchange (the “Private Exchange”) for the Initial Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

In connection with the Registered Exchange Offer, the Company, on behalf of itself and the Guarantors, shall:

(a) mail (or , to the extent permitted or required by applicable procedures or regulations of The Depository Trust Company (“DTC”), send electronically) to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is sent to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply in all material respects with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture provides that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one

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class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from May 1, 2015.

Each Holder participating in the Registered Exchange Offer shall be required to represent and warrant to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder have been acquired in the ordinary course of business, (ii) such Holder has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an affiliate, of the Company or any Guarantor or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the Exchange Securities and that it will acknowledge such prospectus delivery obligations.

Notwithstanding any other provisions hereof, the Company and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not, as of its date, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Exchange Securities received by Holders in the Registered Exchange Offer are not or would not be, upon receipt, transferable by each such Holder without restriction under the Securities Act, (ii) the Registered Exchange Offer is not consummated by the 300th day after the Issue Date (or if the 300th day is not a business day, the first business day thereafter), (iii) any Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer or such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available

EXECUTION VERSION

for such resales by such Holder, or such Holder is a broker-dealer and holds Initial Securities that are part of an unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, which date in the case of clause (iii) or (iv) shall be the date on which the Company receives the required notice, being a “Trigger Date”):

(a) The Company and the Guarantors shall, at their cost, promptly, but in no event more than 300 days after the Trigger Date (or if the 300th day is not a business day, the first business day thereafter) (such 300th day (or first business day thereafter, as applicable) being a “Shelf Registration Statement Filing Deadline”, together with the Exchange Offer Filing Deadline, each, a “Filing Deadline”), use commercially reasonable efforts to file on a single occasion with the Commission and thereafter (i) in the case of Section 2(i) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 300th day following the Issue Date and (ii) in the case of Section 2(ii) through 2(iv) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 90th day after the Shelf Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than a Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder and complies with the provisions of Section 3(m); provided further that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement.

(b) The Company and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the effective date of the Shelf Registration Statement or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement have been sold pursuant thereto or (ii) on the earliest date (A) that is no less than one year after the Issue Date and (B) on which all the Securities covered by the Shelf Registration Statement (except for Securities held by an affiliate of the Company) are no longer subject to any restrictions on transfer under the Securities Act, including those pursuant to Rule 144 (the “Shelf Registration Period”). Except as provided elsewhere in this Agreement, the Company and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during

EXECUTION VERSION

the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or Commission policy or required to avoid a violation of applicable law or Commission policy.

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be responsible for any information furnished by or on behalf of a Holder for inclusion in the Shelf Registration Statement or any related prospectus or any amendment or supplement thereto.

3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company and the Guarantors shall (i) furnish to each Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein; (ii) include the information set forth in Annex B hereto on the cover, in Annex C hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex D hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex E hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer (in each case, subject to such changes therein as are required to accurately reflect then-current law or Commission policy and to conform to the style and terms used in the Exchange Offer Registration Statement or the Letter of Transmittal, as applicable); (iii) if requested by a Purchaser, include the information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of

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the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Rule 430B(b) under the Securities Act, in the prospectus supplement that becomes a part thereof pursuant to Rule 430B(f) under the Securities Act) that is delivered to any Holder pursuant to Section 3(d) and (f) the names of the Holders who propose to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement as selling securityholders; provided that such Holders have provided the Company with such information prior to the filing of the Shelf Registration Statement or the prospectus supplement, as applicable.

(b) The Company and the Guarantors shall give notice to the Purchasers, the Holders of the Securities and, with respect to clauses (ii) through (v) below, any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii) through (v) below shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the initiation of any proceedings for the purpose of suspending effectiveness of the Registration Statement, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Rule 405 under the Securities Act;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company and the Guarantors shall use commercially reasonable efforts to obtain the withdrawal at the earliest possible time of any order suspending the effectiveness of the Registration Statement.

(d) If not otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System or similar system, upon the written request of a Holder of Securities included within the coverage of the Shelf Registration, the Company and the Guarantors shall furnish to such Holder, without charge and upon the written request of such

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Holder, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if such Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference therein). The Company and the Guarantors shall not, without the prior consent of the Purchasers, and each Purchaser, Holder of the Securities and Participant Broker-Dealer shall not, without the prior written consent of the Company, make any offer relating to the Securities that would constitute a “free writing prospectus”, as defined in Rule 405 under the Securities Act.

(e) If not otherwise available on the Commission’s EDGAR System or similar system, upon the written request of a Purchaser, Exchanging Dealer or Holder, the Company and the Guarantors shall deliver to such Exchanging Dealer and such Purchaser, and to such Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company and the Guarantors shall deliver to each Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of the Securities pursuant to any Registration Statement, the Company, on behalf of itself and the Guarantors, shall use its commercially reasonable efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary

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or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) Unless the Securities are in book-entry form, the Company and the Guarantors shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends (consistent with the provisions of the Indenture) and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company and the Guarantors shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend (the “Suspension Notice”) the use of the prospectus until the requisite changes to the prospectus have been made, then the Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus (and shall keep confidential the cause of such notice for so long as such cause is not otherwise publicly known), and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). Each Holder receiving a Suspension Notice hereby agrees that (unless prohibited by applicable law or internal policy of such Holder) it will either (i) destroy all prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated prospectuses or (ii) deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Securities that was current at the time of receipt of the Suspension Notice. During the period in which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company and the Guarantors will, prior to the three-year expiration of that Shelf Registration Statement, file and use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that

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avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions of such Securities, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement; provided, however in no event shall the Company and the Guarantors be obligated to keep any Shelf Registration Statement effective beyond the period as required by Section 2(b) of this Agreement as extended by the number of days provided for in the second sentence of this Section 3(j) and the penultimate sentence of Section 3(u).

(k) Not later than the effective date of the applicable Registration Statement, the Company and the Guarantors will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with DTC.

(l) The Company and the Guarantors will comply in all material respects with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement,. The Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable period of time after receiving such request; no Holder shall be entitled to Additional Interest pursuant to Section 6 unless and until such Holder shall have provided such information.

(n) The Company and the Guarantors shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Transfer Restricted Securities shall reasonably request in order to facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration.

(o) In the case of any Shelf Registration, the Company and the Guarantors, as applicable, shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties

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of the Company at such offices where such information is normally kept and during normal business hours and (ii) cause the Company’s officers, directors and employees, and use commercially reasonable efforts to cause its accountants and auditors, to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Purchasers by Goldman, Sachs & Co. and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; provided further, however, that the conduct of the foregoing inspection and information gathering shall be subject to the execution by all persons party to such inspection and information gathering of a reasonable confidentiality undertaking in customary form with respect to confidential and proprietary information of the Company.

(p) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall (i) use commercially reasonable efforts to cause its counsel (who may be an employee of the Company) to deliver one or more opinions and updates thereof relating to the Securities in forms materially consistent (taking into account the nature of the relevant offering) with the opinions agreed upon by such counsel and the Purchasers in connection with the Company’s issuance of the Initial Securities addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement; (ii) cause its officers to execute and deliver all documents and certificates and updates thereof customary for underwritten offerings of debt securities similar to the Securities requested by the Managing Underwriters (as defined below) of the applicable Securities and (iii) use commercially reasonable efforts to cause its independent registered public accounting firm and the independent registered public accounting firm with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72 and any other applicable pronouncements.

(q) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

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(r) If so requested by Holders of a majority in aggregate principal amount of Securities covered by a Registration Statement, or by the Managing Underwriters, if any, the Company and the Guarantors will use their commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by such Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by such Registration Statement to be rated with the appropriate rating agencies.

(s) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and the Guarantors will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5121, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 5121) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(t) The Company and the Guarantors shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

(u) Each Holder and each Participating Broker-Dealer agrees by acquisition of Initial Securities or Exchange Securities that, upon the Company providing notice to such Holder or Participating Broker-Dealer, as the case may be, (x) of the happening of any event of the kind described in paragraphs (ii) through (v) of Section 3(b) hereof, or (y) that the Board of Directors of the Company has resolved that the Company has a bona fide business purpose for doing so, then, upon providing such notice (which shall refer to this Section 3(u)), the Company may delay the filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf Registration Statement, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) hereof or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any

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amendments or supplements thereto, and (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the Company’s and the Guarantors’ obligations to file or maintain the effectiveness of any such Registration Statement pursuant to this Agreement and (B) 90 days after the Company notifies the Holders of such good faith determination. There shall not be more than 90 days of Delay Periods during any 12-month period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by a number of days equal to the number of days during any Delay Period. Any Delay Period will not alter the obligations of the Company or the Guarantors to pay Additional Interest under the circumstances set forth in Section 6 hereof.

4. Registration Expenses.

(a) All expenses incident to the Company’s and the Guarantors’ performance of and compliance with this Agreement will be borne by the Company and the Guarantors, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation:

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses if requested by the Managing Underwriters, if any, by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities in any Registration Statement or by any Participating Broker-Dealer during the period such persons must comply with the prospectus delivery requirements of the Securities Act in order to resell the Exchange Securities), messenger, telephone and delivery services incurred in connection with performance of their obligations hereunder;

(iv) all fees and disbursements of counsel for the Company and the Guarantors; and

(v) all fees and disbursements of the independent registered public accounting firm of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company and the Guarantors will bear their internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company and the Guarantors.

(b) In the event that a Shelf Registration Statement is required by this Agreement, the Company and the Guarantors shall bear or reimburse the Holders of the Securities covered thereby for the reasonable and documented fees and disbursements of not more than one firm of counsel, who shall be Cahill Gordon & Reindel LLP unless another firm shall be chosen by the

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Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.

5. Indemnification; Contribution.

(a) The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each of their respective affiliates, the directors, officers, employees and agents and each person who controls (within the meaning of either the Securities Act or the Exchange Act) any Holder of the Securities or any Participating Broker-Dealer, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the prospectus included in a Registration Statement or in any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holders or any such Participating Broker-Dealer specifically for inclusion therein. The Company and the Guarantors shall also indemnify underwriters in connection with any Shelf Registration, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested in writing by such Holders. This indemnity agreement will be in addition to any liability which the Company or the Guarantors may otherwise have.

(b) Each Holder of the Securities and each Participating Broker-Dealer agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signs a Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Guarantors to the Holders of the Securities and Participating Broker-Dealers, but only with reference to written information relating to the Holders of the Securities

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and the Participating Broker-Dealers furnished to the Company by or on behalf of any such Holder or Participating Broker-Dealer specifically for inclusion in the documents referred to in the foregoing indemnity. Any underwriter that is covered by the indemnity in the preceding paragraph (a) shall also indemnify the Company, each of its directors, each of its officers who signs a Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as provided above in this paragraph (b). This indemnity agreement will be in addition to any liability which any such underwriter, the Holders of the Securities and Participating Broker-Dealers may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless an indemnified party for any reason, each indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by indemnifying party or parties, on the one hand, and the indemnified party on the other hand from the exchange of Securities pursuant to the Registered Exchange Offer or the registration of the Initial Securities pursuant to the Shelf Registration, as applicable. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company, the Guarantors, the Holders of Securities and the Participating Broker-Dealers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holders of Securities and the Participating Broker-Dealers, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company and the Guarantors on the one hand or the relevant Holder, Participating Broker-Dealer or other indemnified party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Guarantors, the Holders of Securities and any Participating Broker-Dealer agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5, each person who controls a Holder of Securities or Participating Broker-Dealer within the meaning of either the Act or the Exchange Act and each affiliate, director, officer, employee and agent of a Holder of Securities or Participating Broker-Dealer shall have the same rights to contribution as such Holder of Securities or Participating Broker-Dealer, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed a Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). Notwithstanding any other provision of this Section 5(d), no Holder of the Securities shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or

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cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6. Additional Interest Under Certain Circumstances.

(a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ii) below being herein called a “Registration Default”):

(i) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline;

(ii) the Company is obligated to file a Shelf Registration Statement pursuant to Section 2 of this Agreement and such Registration Statement is not declared effective by the relevant Effectiveness Deadline; or

(iii) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective during the period specified in Section 1 and Section 2(b) of this Agreement, except, in the case of the Exchange Offer Registration Statement, following the consummation of the Exchange Offer with respect to all Securities tendered in connection therewith prior to the expiration of the Exchange Offer or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, causing an interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions of such Securities during a time when the Company remains under an obligation to keep a Shelf Registration Statement effective pursuant to this Agreement.

Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities, from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum

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Additional Interest Rate of 0.50% per annum; provided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Following the earlier of the date that all Registration Defaults are cured and a Security ceases to be a Transfer Restricted Security, the accrual of Additional Interest will cease.

(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Transfer Restricted Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprising twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for an Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or (v) such Security ceases to be outstanding.

7. Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other

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information so long as necessary to permit sales of such Holders’ Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering, subject to approval by the Company, which will not be unreasonably withheld or delayed.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) timely completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Miscellaneous.

(a) Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and the Guarantors to comply with their obligations under Sections 1 and 2 hereof may result in material irreparable injury to the Purchasers or the Holders for which there may be no adequate remedy at law, that it may not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Purchasers or any Holder shall be entitled to seek such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 1 and 2 hereof. The Purchasers and the Holders acknowledge and agree that the Additional Interest provided by Section 6 of this Agreement shall be the exclusive monetary remedy available to Holders for any Registration Default.

(b) Joinders. Promptly following the Issue Date (and, in no event later than such time as the applicable Additional Subsidiary Guarantor will become a guarantor under the Company’s senior secured credit agreement, the Company shall cause the Additional Guarantors to join this Agreement by executing and delivering to the Representative the Registration Rights Joinder.

(c) No Inconsistent Agreements. On or after the date of this Agreement, the Company will not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent

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with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except in writing by the Company on behalf of itself and the Guarantors and the written consent of the Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities affected by such amendment, modification, supplement, waiver or consents. Without the consent of the Holder of each Security, however, no modification may change the provisions relating to the payment of Additional Interest. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Transfer Restricted Securities whose securities are being tendered pursuant to the Registered Exchange Offer or sold pursuant to a Shelf Registration and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Transfer Restricted Securities may be given by Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities being tendered or being sold by such Holders pursuant to such Shelf Registration.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile or other customary electronic transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2) if to the Purchasers:

Goldman, Sachs & Co.

Attn: Registration Department

200 West Street

New York, New York 10282

with a copy (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

Fax No.: 212-269-5420

Attn: Geoffrey Liebmann

(3) if to the Company or any of the Guarantors, at its address as follows:

HealthSouth Corporation

3600 Grandview Parkway, Suite 200

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Birmingham, AL 35243

Fax No.: (205) 262-3948

Attn: John P. Whittington, Executive Vice President, General Counsel and Corporate Secretary

with a copy (which shall not constitute notice) to:

Covington & Burling LLP

One CityCenter

850 Tenth Street, NW

Washington, DC 20001-4956

Fax No.: (202) 662-6291

Attn: Michael Riella

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; when receipt is acknowledged (whether automated acknowledgment or acknowledgment by the recipient), if sent by other electronic communication; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(f) Third Party Beneficiaries. The Holders and the indemnified parties described in Section 5 shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(g) Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

(h) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. The Company, each Guarantor and each of the Purchasers hereby irrevocably waives, to the fullest

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extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(k) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(l) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(m) Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between or among the parties hereto with respect to the subject matter hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Purchasers, the Guarantors and the Company in accordance with its terms.

EXECUTION VERSION

Very truly yours,

HealthSouth Corporation

By: /s/ Douglas E. Coltharp________

Name: Douglas E. Coltharp

Title: Executive Vice President and Chief Financial Officer

EXECUTION VERSION

GUARANTORS:

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 of Dothan, Inc.

HEALTHSOUTH of Nittany Valley, Inc.

HEALTHSOUTH of South Carolina, Inc.

HEALTHSOUTH of Spring Hill, Inc.

HEALTHSOUTH of Treasure Coast, Inc.

HEALTHSOUTH of Yuma, Inc.

HEALTHSOUTH Rehabilitation Center, Inc.

HEALTHSOUTH Rehabilitation Center of New Hampshire, Inc.

HealthSouth Rehabilitation Hospital of Austin, Inc.

HEALTHSOUTH Rehabilitation Hospital of Manati, Inc.

HealthSouth Rehabilitation Hospital of Montgomery, Inc.

HealthSouth Rehabilitation Hospital of San Juan, Inc.

HealthSouth Rehabilitation Hospital of Texarkana, Inc.

HealthSouth Rehabilitation Hospital The Woodlands, Inc.

HealthSouth Rehabilitation Institute of San Antonio, (RIOSA), Inc.

Lakeshore System Services of Florida, Inc.

Rehab Concepts Corp.

Rehabilitation Hospital of Colorado Springs, Inc.

Rehabilitation Hospital of Nevada-Las Vegas, Inc.

Sherwood Rehabilitation Hospital, Inc.

Tarrant County Rehabilitation Hospital, Inc.

Tyler Rehabilitation Hospital, Inc.

Western Neuro Care, Inc.

By: _/s/ Edmund M. Fay______

Name: Edmund M. Fay

Title: Authorized Signatory

[Signatures Continued on Next Page]

Lakeview Rehabilitation Group Partners

By: Continental Medical of Kentucky, Inc.

Its: General Partner

Southern Arizona Regional Rehabilitation Hospital, L.P.

By: Continental Rehabilitation Hospital of Arizona, Inc.

Its: General Partner

Western Medical Rehab Associates, L.P.

By: Western Neuro Care, Inc.

Its: General Partner

By: _/s/ Edmund M. Fay______

Name: Edmund M. Fay

Title: Authorized Signatory

[Signatures Continued on Next Page]

Advantage Health, LLC

HealthSouth Arizona Real Estate, LLC

HealthSouth Aviation, LLC

HealthSouth Bakersfield Rehabilitation Hospital, LLC

HealthSouth California Real Estate, LLC

HealthSouth Cardinal Hill Rehabilitation Hospital, LLC

HealthSouth Colorado Real Estate, LLC

HealthSouth Deaconess Holdings, LLC

HealthSouth East Valley Rehabilitation Hospital, LLC

HealthSouth Harmarville Rehabilitation Hospital, LLC

HealthSouth Johnson City Holdings, LLC

HealthSouth Joint Ventures Holdings, LLC

HealthSouth Kansas Real Estate, LLC

HealthSouth Kentucky Real Estate, LLC

HealthSouth Littleton Rehabilitation, LLC

HealthSouth Martin County Holdings, LLC

HealthSouth Middletown Rehabilitation Hospital, LLC

HealthSouth Nevada Real Estate, LLC

HealthSouth New Mexico Real Estate, LLC

HealthSouth Northern Kentucky Rehabilitation Hospital, LLC

HealthSouth Ohio Real Estate, LLC

HealthSouth Owned Hospitals Holdings, LLC

HealthSouth Pennsylvania Real Estate, LLC

HealthSouth Plano Rehabilitation Hospital, LLC

HealthSouth Properties, LLC

HealthSouth Reading Rehabilitation Hospital, LLC

HealthSouth Real Estate, LLC

HealthSouth Real Property Holding, LLC

HealthSouth Rehabilitation Hospital at Drake, LLC

HealthSouth Rehabilitation Hospital of Arlington, LLC

HealthSouth Rehabilitation Hospital of Beaumont, LLC

HealthSouth Rehabilitation Hospital of Charleston, LLC

HealthSouth Rehabilitation Hospital of Cypress, LLC

HealthSouth Rehabilitation Hospital of Desert Canyon, LLC

HealthSouth Rehabilitation Hospital of Fort Worth, LLC

HealthSouth Rehabilitation Hospital of Fredericksburg, LLC

HealthSouth Rehabilitation Hospital of Gadsden, LLC

HealthSouth Rehabilitation Hospital of Henderson, LLC

HealthSouth Rehabilitation Hospital of Humble, LLC

HealthSouth Rehabilitation Hospital of Largo, LLC

HealthSouth Rehabilitation Hospital of Las Vegas, LLC

HealthSouth Rehabilitation Hospital of Marion County, LLC

HealthSouth Rehabilitation Hospital of Mechanicsburg, LLC

HealthSouth Rehabilitation Hospital of Miami, LLC

HealthSouth Rehabilitation Hospital of Midland/Odessa, LLC

HealthSouth Rehabilitation Hospital of Modesto, LLC

HealthSouth Rehabilitation Hospital of New Mexico, LLC

HealthSouth Rehabilitation Hospital of Newnan, LLC

HealthSouth Rehabilitation Hospital of Northern Virginia, LLC

HealthSouth Rehabilitation Hospital of Petersburg, LLC

HealthSouth Rehabilitation Hospital of Sarasota, LLC

HealthSouth Rehabilitation Hospital of Seminole County, LLC

HealthSouth Rehabilitation Hospital of Sewickley, LLC

HealthSouth Rehabilitation Hospital of South Jersey, LLC

HealthSouth Rehabilitation Hospital of Sugar Land, LLC

HealthSouth Rehabilitation Hospital of Tallahassee, LLC

HealthSouth Rehabilitation Hospital of Utah, LLC

HealthSouth Rehabilitation Institute of Tucson, LLC

HealthSouth Savannah Holdings, LLC

HealthSouth Scottsdale Rehabilitation Hospital, LLC

HealthSouth Sea Pines Holdings, LLC

HealthSouth South Carolina Real Estate, LLC

HealthSouth Specialty Hospital of North Louisiana, LLC

HealthSouth Sub-Acute Center of Mechanicsburg, LLC

HealthSouth Sunrise Rehabilitation Hospital, LLC

HealthSouth Support Companies, LLC

HealthSouth Texas Real Estate, LLC

HealthSouth Tucson Holdings, LLC

HealthSouth Utah Real Estate, LLC

HealthSouth Valley of the Sun Rehabilitation Hospital, LLC

HealthSouth Virginia Real Estate, LLC

HealthSouth Walton Rehabilitation Hospital, LLC

HealthSouth West Virginia Real Estate, LLC

HealthSouth Westerville Holdings, LLC

HealthSouth of East Tennessee, LLC

HealthSouth of Erie, LLC

HealthSouth of Fort Smith, LLC

HealthSouth of Pittsburgh, LLC

HealthSouth of Toms River, LLC

HealthSouth of York, LLC

New England Rehabilitation Management Co., LLC

Print Promotions Group, LLC

Rebound, LLC

Rehabilitation Hospital Corporation of America, LLC

Rehabilitation Hospital of Plano, LLC

Rehabilitation Institute of Western Massachusetts, LLC

By: _/s/ Edmund M. Fay______

Name: Edmund M. Fay

Title: Authorized Signatory

The foregoing Registration Rights

Agreement is hereby confirmed and

accepted as of the date first written above.

GOLDMAN, SACHS & CO. as Representative of the several Purchasers.

By: _/s/ Michael Hickey_____

Name: Michael Hickey

Title: Managing Director

ANNEX A

$350,000,000

HealthSouth Corporation

5.75% Senior Notes due 2024

REGISTRATION RIGHTS JOINDER

[ ]

Goldman, Sachs & Co.,

As Representative of the several Purchasers

200 West Street

New York, New York 10282-2198

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated August 7, 2015, among HealthSouth Corporation, a Delaware corporation (the “Company”), certain affiliates of the Company party thereto and Goldman, Sachs & Co., as representative for the several Purchasers named therein (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $350,000,000 aggregate principal amount of 5.75% Senior Notes due 2024 issued by the Company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement.

Each of the Additional Subsidiary Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as a “Guarantor”, in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below.

Very truly yours,

[Additional Subsidiary Guarantor Signature Blocks]

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where those Initial Securities were acquired by that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX C

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX D

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than transfer taxes and commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

ANNEX E

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: __________________________________

Address: __________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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Form 8-K HEALTHSOUTH CORP For: Aug 07

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