EXHIBIT 10.5.2
PARTICIPATION AGREEMENT
Dated as of December 27, 2001
among
HEALTHSOUTH MEDICAL CENTER, INC.,
as the Construction Agent and as the Lessee,
HEALTHSOUTH CORPORATION,
as the Guarantor
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not individually, except as expressly stated herein,
but solely as Owner Trustee for Digital Hospital Trust 2001-1,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,
and
FIRST UNION NATIONAL BANK,
as the Agent for the Lenders
and respecting the Security Documents,
as the Agent for the Secured Parties
TABLE OF CONTENTS
Page
SECTION 1. THE LOANS
1
SECTION 2. HOLDER ADVANCES
2
SECTION 3. SUMMARY OF TRANSACTIONS
2
3.1. Operative Agreements
2
3.2. Property Purchase
2
3.3. Construction of Improvements; Commencement of Basic Rent
3
3.4. Ratable Interests of the Holders and the Lenders
3
SECTION 4. THE CLOSINGS
3
4.1. Initial Closing Date
3
4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances; Construction Advances
3
SECTION 5. FUNDING OF ADVANCESÍž CONDITIONS PRECEDENTÍž REPORTING REQUIREMENTS ON COMPLETION
DATE; THE LESSEE’S DELIVERY OF NOTICES; RESTRICTIONS ON LIENS
4
5.1. General
4
5.2. Procedures for Funding
4
5.3.
Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the Initial Closing
Date and the Advance of Funds for the Acquisition of a Property
6
5.4.
Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the Advance of
Funds after the Acquisition Advance
12
5.5.
Additional Reporting and Delivery Requirements on Completion Date and on Construction Period Termination
Date
13
5.6. The Construction