JPMORGAN CHASE BANK, N.A. J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, NY 10017

Exhibit 10.1

EXECUTION COPY

February 2, 2006

HealthSouth Corporation

One HealthSouth Parkway

Birmingham, AL 35243

Attention of John Workman, CFO

HealthSouth Corporation

$2,550,000,000 Senior Secured Credit Facilities

$1,300,000,000 Senior Unsecured Bridge Facility

Commitment Letter

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities Inc. (“JPMorgan”), Citicorp North America, Inc. (“CNAI”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch Capital Corporation (“MLCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and, together with JPMCB, JPMorgan, CNAI, CGMI and MLCC, “we” or “us”) that HealthSouth Corporation, a Delaware corporation (“HealthSouth” or “you”), wishes to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned thereto in the exhibits hereto (collectively, the “Term Sheets”)).

In connection with the foregoing, (a) each of JPMCB, CNAI and MLCC (collectively, the “Initial Lenders”) is pleased to advise you of its commitment to provide 33 ¹/3% of the aggregate principal amount of the Facilities, in each case to be allocated ratably among the Facilities or in such other manner as the Initial Lenders shall agree and upon the terms and conditions set forth in this Commitment Letter and in the Term Sheets. The commitments of the Initial Lenders hereunder are several and not joint.

It is agreed that (a) JPMorgan, CGMI and Merrill Lynch will act as the co-lead arrangers and joint bookrunners for the Facilities (in such capacities, the “Lead Arrangers”), (b) JPMCB will act as the sole administrative and collateral agent for the Senior Secured Facilities and (c) MLCC will act as the sole administrative agent under the Bridge Facility. You agree that, except pursuant to a mutual agreement between us and you, no other agents, co-agents, bookrunners or arrangers will be appointed, no other titles will be awarded and no compensation (other than compensation referred to in the Term Sheets or in the Fee Letters referred to below) will be paid in connection with the Facilities. It is further understood and agreed that JPMorgan will have “left” placement in all marketing materials and other documentation used in connection with the Senior Secured Facilities, and MLCC will have “left” placement in all marketing materials and other documentation used in connection with the Bridge Facility.

The Lead Arrangers intend to syndicate the Facilities to a group of financial institutions (including, without limitation, lenders under the Existing Senior Secured Credit Agreement) that, after consultation with you, will become parties to the definitive documentation for the Facilities (such financial institutions, including the Initial Lenders, being referred to herein as the “Lenders”). The Lead Arrangers intend to commence syndication efforts promptly upon your execution of this Commitment Letter, and you agree to actively assist the Lead Arrangers in completing a syndication reasonably satisfactory to the Lead Arrangers. Such assistance shall include (a) your using commercially reasonable efforts to ensure that syndication efforts benefit materially from your existing banking and other relationships, (b) direct contact between your senior management and advisors, on the one hand, and the prospective Lenders, on the other hand, (c) your hosting, with the Lead Arrangers, of one or more conference calls with or meetings of the prospective Lenders and (d) as set forth in the next paragraph, your assistance in the preparation of materials to be used in connection with the syndication (together with the Term Sheets, the “Information Materials”).

You will assist us in preparing Information Materials, including Confidential Information Memoranda, for distribution to prospective Lenders. If requested, you also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to HealthSouth and its affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to HealthSouth’s or its affiliates’ securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein.

You hereby agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable period of time prior to their intended distribution

2

that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation or funding and closing memoranda), (b) notification of changes in any Facility’s terms and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials; provided that, in each case, the Lead Arrangers shall have provided you with a copy of each such document to be distributed in advance of its intended distribution. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you. You hereby authorize the Lead Arrangers to distribute drafts of definitive documentation with respect to the Facilities to Private-Siders and Public-Siders.

The Lead Arrangers will manage, in consultation with you, all aspects of the syndication of the Facilities, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide to the Lead Arrangers all information with respect to HealthSouth and the transactions contemplated hereby and by the Term Sheets, including all financial information and all available projections (the “Projections”), as the Lead Arrangers may reasonably request in connection with the syndication of the Facilities.

You hereby represent and covenant (and it shall be a condition to the Initial Lenders’ commitments hereunder and our agreements to perform the services described herein) that (a) all written or formally presented information, taken as a whole, other than the Projections (the “Information”) that has been or will be made available to any of us by you or any of your representatives is or will be, when furnished (and as modified or supplemented by other written or formally presented information theretofore or contemporaneously furnished), complete and correct in all material respects and does not or will not, when furnished (and as modified or supplemented by other written or formally presented information theretofore or contemporaneously furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to any of us by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time, it being recognized by the Initial Lenders that such Projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from such projected results. You understand that in syndicating the Facilities, the Lead Arrangers will be using and relying on the Information and the Projections without independent verification thereof.

As consideration for the Initial Lenders’ commitments hereunder and our agreements to perform the services described herein, you agree to pay the fees set forth in the Term Sheets, in the Underwriting Fee Letter and in the Administrative Fee Letters, each dated the date hereof and delivered herewith (together, the “Fee Letters”).

3

The commitment of each Initial Lender hereunder and our agreements to perform the services described herein are subject to (a) there not having occurred or come to our attention since December 31, 2004 any event or circumstance that has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations, properties, condition (financial or otherwise) or liabilities of HealthSouth and its subsidiaries, taken as a whole (other than any event or condition disclosed in your filings with the Securities and Exchange Commission prior to the date hereof), or that represents a material worsening of, or a material increase in the anticipated liability associated with, any event or condition disclosed to us prior to the date hereof (including disclosed litigation and governmental investigations and proceedings); (b) the negotiation, execution and delivery of definitive credit documentation with respect to the Facilities reasonably satisfactory to the Initial Lenders; (c) our satisfaction that there will be no competing bank financings or other debt financings by HealthSouth or its affiliates that, in our judgment, would be likely to materially and adversely affect the syndication of the Facilities; (d) our having been afforded the period of time beginning on the date hereof and ending on March 3, 2006, to syndicate the Facilities and (e) the other conditions set forth herein and in the Term Sheets. The terms and conditions of the Initial Lenders’ commitments and of the Facilities are not limited to those set forth herein and in the Term Sheets. Those matters not covered or made clear by the provisions hereof and of the Term Sheets are subject to agreement between us and you.

You agree (a) to indemnify and hold harmless each of us and our affiliates, and the respective officers, directors, employees, advisors and agents of each of the foregoing (each, an “indemnified person”), from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facilities, the use of the proceeds of the Facilities, the Transactions, any transactions related to the foregoing or contemplated hereby and by the Term Sheets or any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any such claim, litigation, investigation or proceeding brought by or on behalf of HealthSouth, any of its affiliates or any of their respective officers, directors, employees, advisors, agents and controlling persons), regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable and documented legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that such indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, gross negligence or bad faith of such indemnified person, and (b) to reimburse each of us and our affiliates from time to time for all reasonable and documented out-of-pocket expenses (including due diligence expenses, syndication expenses, travel expenses and reasonable and documented fees, charges and disbursements of counsel) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheets, the Fee Letters and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic,

4

telecommunications or other information transmission systems or for any special, indirect, consequential or punitive damages in connection with the Facilities or the Transactions.

You acknowledge that each of us and our affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of us or any of our affiliates will use confidential information obtained from you in connection with the performance by it of services for other companies, and none of us or any of our affiliates will furnish any such information to such other companies. You also acknowledge that none of us has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by it or its affiliates from other companies.

Each of us agrees to keep confidential any nonpublic information furnished to it by you or your representatives in connection herewith, except that such information may be disclosed (a) to its and its affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, on a confidential and need to know basis, (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case it will inform you promptly thereof), (d) to any prospective Lenders on a confidential basis or (e) to the extent such information (i) becomes publicly available other than as a result of a breach of this Commitment Letter or (ii) becomes available to it on a nonconfidential basis from a source other than HealthSouth not subject (to its knowledge) to a confidentiality agreement with HealthSouth. Each of us shall be considered to have complied with its confidentiality obligations hereunder if it has exercised the same degree of care to maintain the confidentiality of such information as it would accord to its own confidential information.

You agree that you will not disclose this Commitment Letter, the Term Sheets or the Fee Letters, the contents of any of the foregoing or our activities pursuant hereto or thereto to any person without our prior approval, except that (a) you may disclose this Commitment Letter, the Term Sheets and the Fee Letters, and the contents hereof and thereof, (i) to your affiliates, officers, directors, employees, attorneys, agents and advisors on a confidential and need-to-know basis and (ii) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof and reasonably cooperate with us in securing any available protective orders) and (b) after your acceptance of this Commitment Letter, you may disclose this Commitment Letter, the Term Sheets and the contents hereof and thereof (but not the Fee Letters or the contents thereof), provided that you shall provide us with a reasonable opportunity to review and comment on any press release or other public disclosure relating thereto prior to the release thereof.

Neither this Commitment Letter nor any Initial Lender’s commitment hereunder shall be assignable by you without our prior written consent (and any purported assignment without such consent shall be null and void). This Commitment

5

Letter and the Initial Lenders’ commitments hereunder are intended to be solely for the benefit of the parties hereto and indemnified persons and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each of us and you. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among the parties hereto with respect to the Facilities, the Transactions and the other transactions contemplated hereby and by the Term Sheets and set forth the entire understanding (and supersede any prior written or oral agreement) among the parties hereto with respect thereto. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic pdf shall be effective as delivery of a manually executed counterpart. You acknowledge and agree that in connection with all aspects of the Facilities, the Transactions and the other transactions contemplated hereby and by the Term Sheets and any communications in connection therewith, you and your affiliates, on the one hand, and we, the Lenders and any of the affiliates through which we or they may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any us, any Lender or any of our or their affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. Additionally, you hereby acknowledge and agree that we are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the Transactions and the other transactions contemplated hereby and by the Term Sheets, and none of us shall have any responsibility or liability to you with respect thereto. Any review by any of us of HealthSouth, the Transactions, the other transactions contemplated hereby and by the Term Sheets or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of HealthSouth. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Any and all obligations of, and services to be provided by, any of us may be performed, and any and all of our rights hereunder may be exercised, by or through our affiliates. For purposes of this Commitment Letter, “CGMI” and “CNAI” shall each include any affiliate thereof, including Citibank, N.A., Citicorp USA, Inc. and Citicorp North America, Inc., as CGMI and/or CNAI shall determine to be appropriate to provide the services contemplated herein.

You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the City of New York over any suit, action or proceeding arising out of or relating to the Facilities, the Transactions or the other transactions contemplated hereby or by the Term Sheets, this Commitment Letter, the Term Sheets or the Fee Letters or the performance of services hereunder or thereunder. You agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process for any suit, action or proceeding brought in any such court. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought

6

in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. You hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Facilities, the Transactions or the other transactions contemplated hereby or by the Term Sheets, this Commitment Letter, the Term Sheets or the Fee Letters or the performance of services hereunder or thereunder.

The compensation, reimbursement, indemnification, jurisdiction and confidentiality provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of the Initial Lenders’ commitments and our agreements hereunder.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of us is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow us to identify you in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to us and each other Lender.

Please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning the enclosed duplicate original of this Commitment Letter and the Fee Letters not later than 5:00 p.m., New York time, on February 2, 2006, failing which the Initial Lenders’ commitments and our agreements hereunder will terminate. If the execution of definitive documentation in respect of the Facilities shall not have occurred by March 31, 2006, the Initial Lenders’ commitments and our agreements hereunder shall terminate unless you and we agree to extend such date.

7

We are very pleased to have been given the opportunity to assist you in connection with the Facilities.

8

9

HealthSouth Corporation

$2,550,000,000 Senior Secured Credit Facilities

Summary of Principal Terms and Conditions

HealthSouth Corporation, a Delaware corporation (“HealthSouth”), is contemplating a series of transactions pursuant to which HealthSouth will (a) offer to repurchase and, to the extent tendered, repurchase (collectively, the “Notes Repurchase”) all of its outstanding senior notes and senior subordinated notes (collectively, the “Existing Notes”), (b) repay all outstanding loans and other amounts due under and terminate its Senior Subordinated Credit Agreement dated as of January 16, 2004, (c) repay all outstanding loans and other amounts due under and terminate its existing Senior Secured Credit Agreement dated as of March 21, 2005 (the “Existing Senior Secured Credit Agreement”), (d) repay all outstanding loans and other amounts due under and terminate its existing Term Loan Agreement dated as of June 15, 2005 (the “Existing Term Loan Agreement”), (e) establish the Senior Secured Facilities (as defined below) under a new credit agreement (the “New Credit Agreement”), (f) on the date on which the New Credit Agreement is executed and delivered (the “Effective Date”), borrow up to $1,000,000,000, less the sum of (i) the aggregate principal amount of the Existing Notes not tendered on or prior to the Effective Date and (ii) the aggregate amount of all premiums and other amounts that would have been payable in connection with the repurchase thereof (the amounts in clauses (i) and (ii) collectively, the “Untendered Amount”), in loans (the “Bridge Loans”) from one or more lenders under a new senior unsecured bridge facility (the “Bridge Facility” and, together with the Senior Secured Facilities, the “Facilities”), (g) (i) issue and sell (the “Equity Offering”) shares of preferred stock (the “Preferred Stock”) in a Rule 144A or other private placement for aggregate gross cash proceeds of $300,000,000 and (ii) if and to the extent that HealthSouth does not receive $300,000,000 in aggregate gross cash proceeds from the Equity Offering on or prior to Effective Date, borrow up to $300,000,000, less the amount of the aggregate gross cash proceeds received by HealthSouth from the Equity Offering on or prior to the Effective Date, in Bridge Loans and (h) pay fees and expenses (the “Transaction Costs”) in connection with the foregoing (the transactions referred to in clauses (a) through (d) above being called the “Debt Refinancing” and the Debt Refinancing, together with the transactions referred to in clauses (e) through (h) above, being called the “Transactions”).

2

3

4

5

6

7

8

9

10

11

12

13

14

ANNEX I

2

EXHIBIT B

CONFIDENTIAL

February 2, 2006

HealthSouth Corporation

$1,300,000,000 Senior Unsecured Bridge Facility

Summary of Principal Terms and Conditions

2

3

4

5

6

7

8

ANNEX I

to Exhibit B

HealthSouth Corporation

Summary of Principal Terms and Conditions

of Exchange Notes

Capitalized terms used but not defined herein have the meanings given in the Summary of Principal Terms and Conditions of the $1,300,000,000 Senior Unsecured Bridge Facility to which this Annex I is attached.

2

3

4

5