EXHIBIT (4)-4
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDEN TURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REP RESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT THEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
HEALTHSOUTH CORPORATION
6.875% SENIOR NOTE DUE 2005
No. ____ CUSIP NO. _____________
$_____________
HEALTHSOUTH CORPORATION, a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., the principal sum of
Fifty Million Dollars on June 15, 2005, and to pay interest on said principal
sum from June 22, 1998, or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually in arrears on June 15
and December 15 (each such date, an "Interest Payment Date") of each year
commencing on December 15, 1998, at the rate of 6.875% per annum until the
principal hereof shall have become due and payable.
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The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360 day year comprised of twelve 30 day months. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture (as defined below)
be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the record date for such interest
install ment, which shall be the close of business on the immediately preceding
June 1 and December 1 prior to such Interest Payment Date, as applicable. The
principal of, premium, if any, and the interest on this Note will be payable at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the person entitled thereto at such
address as shall appear in the registry books of the Company; provided, further
that for so long as this Note is represented by a Registered Global Security,
payment of principal, premium, if any, or interest on this Note may be made by
wire transfer to the account of the Depositary or its nominee. In the event that
any date on which the principal, premium, if any, or interest on this Note is
payable is not a Business Day, then payment of principal, premium, if any, or
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of such
delay).
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee (as defined below) under the Indenture (as defined below),
by the manual signature of one of its authorized officers, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
Capitalized terms used in this Note which are defined in the Indenture
shall have the respective meanings assigned to them in the Indenture.
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Reference is hereby made to the further provisions of this Note hereinafter
set forth, which further provisions shall for all purposes have the same effect
as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
HEALTHSOUTH Corporation
By
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Xxxxxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer
and Treasurer
ATTEST:
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Xxxxxxx X. Xxxxxx
Senior Vice President,
Corporate Counsel and Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned Indenture.
PNC BANK, NATIONAL ASSOCIATION,
as Trustee
By
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Authorized Officer
Dated:
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REVERSE SIDE OF NOTE
This Note is one of a duly authorized series of securities (the
"Securities") of the Company designated as its 6.875% Senior Notes due 2005
limited in aggregate principal amount to $250,000,000 (the "Notes"). The
Securities are all issued or to be issued under and pursuant to an Indenture,
dated as of June 22, 1998, as supplemented by that certain Officers' Certificate
dated September ____, 1998 (the Indenture as supplemented by the Officers'
Certificate being herein collectively referred to as the "Indenture"), duly
executed and delivered between the Company and PNC Bank, National Association
(the "Trustee," which term includes any successor Trustee with respect to the
Notes under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the holders of the Securities and the
terms upon which the Notes are to be authenticated and delivered. The terms of
individual series of Securities may vary with respect to interest rate or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.
Reference is hereby made to the Indenture for a description of the terms of
the Notes, to all of the provisions of which Indenture the holder of this Note,
by acceptance hereof, assents and agrees.
Except as set forth below, this Note is not redeemable and is not entitled
to the benefit of a sinking fund or any analogous provision.
This Note is redeemable as a whole or in part, at the option of the
Company, at any time at a redemption price equal to the greater of (i) 100% of
its principal amount and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon dis counted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 15 basis points, plus, in each case,
accrued interest to the date of redemption. On and after the redemption date,
interest will cease to accrue on the Notes or any portion thereof called for
redemption. On or before the redemption date, the Company shall deposit with a
paying agent (or the Trustee) money sufficient to pay the redemption price of
and accrued interest on the Notes to be redeemed on such date. If less than all
of the Notes are to be redeemed, the Notes to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate. The
Holder of this Note will receive notice thereof by first-class mail at least 30
and not more than 60 days prior to the date fixed for redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. "Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Note that would be utilized, at
the time of selection and in
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accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Note.
"Independent Investment Banker" means Salomon Brothers Inc and its successor or,
if such firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee. "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices of the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemp
tion date. "Reference Treasury Dealer" means a primary U.S. Government
Securities dealer in New York City selected by the Trustee after consultation
with the Company.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the con sent of the holders of not less than a majority in aggregate
principal amount of the Securities of all series issued under such Indenture
then outstanding and affected (voting as one class) to add any provisions to, or
change in any manner or eliminate any of the provisions of, such Indenture or
modify in any manner the rights of the holders of the Securities of each series
or Coupons so affected; provided that the Company and the Trustee may not,
without the consent of the holder of each Outstanding Note affected thereby, (i)
extend the final maturity of the principal of any Note, or reduce the principal
amount thereof, or premium thereon, if any, or reduce the rate or extend the
time of payment of interest thereon, or reduce any amount payable on redemption
thereof or make the principal thereof (including any amount in respect of
original issue discount), or interest thereon payable in any coin or currency
other than that provided in the Securities or Coupons or in accordance with the
terms thereof, or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof or the amount thereof provable in bankruptcy or alter certain provisions
of the Indenture relating to Securities not denominated in Dollars or the
Judgment Currency of such Securities or impair or affect the right of any
Securityholder to institute suit for the enforcement of any payment thereof when
due or, if the Securities provide therefor, any right of repayment at the option
of the Securityholder or (ii) reduce the aforesaid percentage in principal
amount of Securities of any series issued under such Indenture,
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the consent of the holders of which is required for any such modification. It is
also provided in the Indenture that, with respect to certain defaults or Events
of Default regarding the Securities of any series, the holders of a majority in
aggregate principal amount Outstanding of the Securities of each such series,
each such series voting as a separate class (or, of all Securities, as the case
may be, voting as a single class) may under certain circum stances waive all
defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul a declaration of default
and its consequences, but no such waiver or rescission and annulment shall
extend to or affect any subsequent default or shall impair any right
consequent/hereto. The preceding sentence shall not, however, apply to a default
in the payment of the principal of or interest on any of the Securities.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York, duly endorsed by, or accom panied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized denominations and
for the same aggregate principal amount will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form in minimum denominations of
$1,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compli ance with certain conditions set
forth therein.
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The Indenture contains covenants which impose certain limitations on the
Company's and its Subsidiaries' ability to create or incur certain liens on any
of their respective properties or assets and to enter into certain sale and
lease-back transactions and on the Company's ability to engage in mergers or
consolidations or the conveyance, transfer or lease of all or substantially all
of its properties and assets. These limitations are subject to a number of
important qualifications and exceptions and reference is made to the Indenture
for a description thereof.
No recourse shall be had for the payment of the principal of or the
interest on this Note or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Inden ture or any indenture
supplemental thereto against any incorporator, stockholder, officer or direc
tor, as such, past or present or future of the Company or of any successor
thereof, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the con sideration for the issue
hereof, expressly waived and released.
THE INDENTURE AND THIS NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS
OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SMALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ CUSTODIAN ______
TEN ENT - as tenants by the entireties (Cust) (Cust)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act _______________
survivorship and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or typewrite name and address including
postal zip code of assignee)
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this Note and all rights thereunder hereby irrevocably constituting and
appointing
_____________________________________________, Attorney, to transfer this
security on the books of the Trustee, with full power of substitution in the
premises.
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SCHEDULE FOR ENDORSEMENTS ON GLOBAL SECURITIES
TO REFLECT CHANGES IN PRINCIPAL AMOUNT
Schedule A
Changes to Principal Amount of Global Securities
Principal Amount
of Notes
by which this Global
Security is to be Remaining
Reduced or Increased, Principal
and Reason for Amount of this
Date Reduction or Increase Global Security Notation Made By
---- --------------------- --------------- ----------------
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