amed-20250417

0000896262-25-000029.txt : 20250423 0000896262-25-000029.hdr.sgml : 20250423 20250423164426 ACCESSION NUMBER: 0000896262-25-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 29 CONFORMED PERIOD OF REPORT: 20250417 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250423 DATE AS OF CHANGE: 20250423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24260 FILM NUMBER: 25862187 BUSINESS ADDRESS: STREET 1: 3854 AMERICAN WAY STREET 2: SUITE A CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 3854 AMERICAN WAY STREET 2: SUITE A CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 8-K 1 amed-20250417.htm 8-K amed-20250417

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): April 17, 2025

Commission File Number: 0-24260

AMEDISYS, INC.

(Exact Name of Registrant as specified in its Charter)



Delaware						11-3131700
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3854 American Way, Suite A, Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(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 communications 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AMED

The NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company						☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

SECTION 1 — REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 17, 2025, Amedisys, Inc. ("we," "us," "our," or "the Company") entered into a Fourth Amendment to its Amended and Restated Credit Agreement, effective as of that date (the “Fourth Amendment”), by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company, as the borrowers, certain subsidiaries of the Company that are party thereto as guarantors, Bank of America, N.A., as the administrative agent, swingline lender and letter of credit issuer, JPMorgan Chase Bank, N.A. as a lender and letter of credit issuer, and Citizens Bank, N.A., Fifth Third Bank, National Association, PNC Bank, National Association, Regions Bank, Capital One Bank, National Association, Wells Fargo Bank, National Association, Hancock Whitney Bank, and BOKF, NA DBA Bank of Texas, as lenders. The Fourth Amendment amends the Amended and Restated Credit Agreement, dated as of June 29, 2018, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 4, 2019, as further amended by the Second Amendment to the Amended and Restated Credit Agreement, dated as of July 30, 2021, and as further amended by the Third Amendment to the Amended and Restated Credit Agreement, dated as of March 10, 2023 (the “Existing Credit Agreement”).

The Existing Credit Agreement provides for a senior secured credit facility in an aggregate principal amount of up to $1.0 billion, which includes a $550.0 million Revolving Credit Facility (the “Revolving Credit Facility”), and a term loan facility with a principal amount of up to $450.0 million (the “Term Loan Facility” and collectively with the Revolving Credit Facility, the “Credit Facility”).

Pursuant to the Fourth Amendment, the parties to the Existing Credit Agreement (i) extended the maturity date of the Credit Facility from July 30, 2026 to July 30, 2027; (ii) added certain provisions for “Outbound Investment Rules” that relate to the regulations administered and enforced by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; and (iii) made certain other amendments to the Existing Credit Agreement.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment filed as Exhibit 10.1 of this report and incorporated herein by reference.

SECTION 2 — FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 23, 2025, the Company issued a press release (the “Press Release”) announcing its financial results for the three-month period ended March 31, 2025. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

SECTION 7 — REGULATION FD

ITEM 7.01. REGULATION FD DISCLOSURE

Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

In addition, a copy of the Company's first quarter supplemental slides are attached to this report as Exhibit 99.2 and incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under

this Item 7.01 (including Exhibits 99.1 and 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



						10.1						Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 17, 2025, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and JPMorgan Chase Bank, N.A. as a lender and letter of credit issuer.
						99.1						Press release dated April 2 3 , 202 5 announcing the Company's results for the three-month period ended March 31, 202 5 (furnished only)
						99.2						Supplemental slides provided in connection with the first quarter 202 5 earnings release (furnished only)
						104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

AMEDISYS, INC.

(Registrant)

By: /s/ Scott G. Ginn

Scott G. Ginn

Chief Operating Officer, Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

DATE: April 23, 2025

EX-10.1 2 amed-20253103x101exhibit.htm EX-10.1 Document

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of April 17, 2025 (the “Fourth Amendment Effective Date”), is entered into among AMEDISYS, INC., a Delaware corporation (the “Company”), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (“Amedisys Holding”; Amedisys Holding, together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders party hereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party hereto.

RECITALS

WHEREAS, the Borrowers, the Guarantors party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto, have entered into that certain Amended and Restated Credit Agreement dated as of June 29, 2018 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested that the Credit Agreement be amended as set forth below, subject to the terms and conditions specified in this Agreement; and

WHEREAS, the Administrative Agent is authorized pursuant to clause (z) of the penultimate paragraph in Section 11.01 of the Credit Agreement to make Conforming Changes from time to time and, in reliance on such authorization, the Administrative Agent desires to amend the Credit Agreement to make certain Confirming Changes as set forth in the amendments to the definitions of “Term SOFR” and “U.S. Government Securities Business Day” in Section 2(b) below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

2. Amendments to Credit Agreement.

(a) The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Fourth Amendment Effective Date” means April 17, 2025.

“Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the Fourth Amendment Effective Date, and as codified at 31 C.F.R. § 850.101 et seq.

(b) The following definitions in Section 1.01 of the Credit Agreement are amended and restated in their entireties to read as follows:

“Fee Letter” means the fee letter agreement, dated July 6, 2021, among the Borrowers, Bank of America and BofA Securities and/or the fee letter agreement, dated April 7, 2025, among the Borrowers and BofA Securities, as the context may require.

“Revolving Facility Maturity Date” means July 30, 2027; provided, that, if such date is not a Business Day, the Revolving Facility Maturity Date shall be the next preceding Business Day.

“Term Facility Maturity Date” means July 30, 2027; provided, that, if such date is not a Business Day, the Term Facility Maturity Date shall be the next preceding Business Day.

“Term SOFR” means: (a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided, that, if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; in each case, plus the SOFR Adjustment for such Interest Period; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided, that, if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term; provided, that, if Term SOFR determined in accordance with either of the foregoing clause (a) or clause (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

(c) In the definition of “Excluded Property” in Section 1.01 of the Credit Agreement, (i) the existing clause (j) is renumbered to be clause (k) and (ii) a new clause (j) is added to read as follows:

, (j) any property constituting margin stock (within the meaning of Regulation U issued by

the FRB)

(d) The table in Section 2.07(d) of the Credit Agreement is amended and restated in its entirety to read as follows:


Payment Date			Principal Amortization Payment (% of Outstanding Amount of Term Loans as of the Second Amendment Effective Date)
December, 2021			0.625%
March, 2022			0.625%
June, 2022			0.625%
September, 2022			0.625%
December, 2022			0.625%
March, 2023			0.625%
June, 2023			0.625%
September, 2023			0.625%
December, 2023			1.250%
March, 2024			1.250%


June, 2024			1.250%
September, 2024			1.250%
December, 2024			1.250%
March, 2025			1.250%
June, 2025			1.250%
September, 2025			1.250%
December, 2025			1.250%
March, 2026			1.250%
June, 2026			1.250%
September, 2026			1.250%
December, 2026			1.250%
March, 2027			1.250%
June, 2027			1.250%
Term Facility Maturity Date			Outstanding Principal Balance of Term Loans

(e) A new Section 5.26 is added to Article V of the Credit Agreement to read as follows:

5.26 Outbound Investment Rules.

Neither the Company nor any of its Subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment Rules. Neither the Company nor any of its Subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, or (iii) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(f) A new Section 7.20 is added to Article VII of the Credit Agreement to read as follows:

7.20 Outbound Investment Rules.

(a) Be or become a “covered foreign person”, as that term is defined in the

Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, or (iii) any other activity that would cause the Administrative Agent or the Lenders to be in violation of the Outbound Investment Rules or cause the Administrative Agent or the Lenders to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(g) A new clause (e) is added in Section 11.07 of the Credit Agreement to read as follows:

(e) Disclosures Regarding Suspected Violations of Laws, etc. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.

3. Condition Precedent. This Agreement shall become effective upon satisfaction of the following conditions precedent:

(a) receipt by the Administrative Agent of counterparts of this Agreement, properly executed by a Responsible Officer of each Loan Party, each Lender, the Swingline Lender, each L/C Issuer and the Administrative Agent;

(b) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of the Borrowers certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization or incorporation, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Fourth Amendment Effective Date (provided, that, with respect to any such Organization Documents that have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since the date previously delivered to the Administrative Agent, such Borrower may certify that such Organization Documents have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since such date and remain in full force and effect, and remain true and complete (other than any modification resulting solely from a change in the registered agent for such Borrower), in the form delivered to the Administrative Agent on such date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or incorporation;

(c) receipt by the Administrative Agent of an opinion or opinions of counsel for the Borrowers, dated the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent;

(d) receipt by the Administrative Agent of any fees owing to the Administrative Agent, the Arrangers and the Lenders that are required to be paid on or before the Fourth Amendment Effective Date; and

(e) (i) the Administrative Agent and the Lenders shall have completed a due diligence investigation of the Loan Parties and their Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders, including with respect to OFAC, the Foreign Corrupt Practices Act and “know your customer” due diligence, (ii) upon the request of any Lender made at least ten (10) days prior to the Fourth Amendment Effective Date, the Borrowers shall have provided to such Lender (and such Lender shall be reasonably satisfied with) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Fourth Amendment Effective Date, and (iii) at least five (5) days prior to the Fourth Amendment Effective Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.

For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied

with, each document or other matter required thereunder to be consented to or approved by or acceptable

or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto.

4. Payment of Expenses. The Loan Parties agree to reimburse the Administrative Agent for all reasonable fees, charges, and disbursements of the Administrative Agent in connection with the preparation, execution, and delivery of this Agreement, including all reasonable fees, charges, and disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the Administrative Agent).

5. Miscellaneous.

(a) The Loan Documents (as expressly amended and modified by this Agreement) and the obligations of the Loan Parties thereunder are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Loan Document.

(b) Each Loan Party (i) agrees that the Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (ii) confirms its grant of security interests pursuant to the Collateral Documents to which it is a party as Collateral for the Secured Obligations, and (iii) acknowledges that all Liens granted (or purported to be granted) pursuant to the Collateral Documents remain and continue in full force and effect in respect of, and to secure, the Secured Obligations.

(c) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

(d) Each Loan Party hereby represents and warrants as follows: (i) such Loan Party has taken

all necessary corporate, limited liability or other organizational action to authorize the execution, delivery and performance of this Agreement; (ii) this Agreement has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and/or principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law); (iii) no approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Agreement; and (iv) after giving effect to the transactions contemplated by this Agreement to occur on the Fourth Amendment Effective Date, (A) the representations and warranties of the Company and each other Loan Party contained in Article II and Article V of the Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Fourth Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5(d)(iv)(A), the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default or Event of Default has occurred and is continuing.

(e) Subject to Section 11.18 of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. The authorization under this Section 5(e) may include use or acceptance by the Administrative Agent, any L/C Issuer and each Lender of a manually signed paper copy of this Agreement which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed copy of this Agreement converted into another format, for transmission, delivery and/or retention.

(f) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,

invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(h) The terms of Sections 11.14 and 11.15 of the Credit Agreement with respect to submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[remainder of page intentionally left blank]

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWERS:

AMEDISYS, INC.,

a Delaware corporation

By: /s/Scott G. Ginn

Name: Scott G. Ginn

Title: Chief Financial Officer and Executive Vice President

AMEDISYS HOLDING, L.L.C.,

a Louisiana limited liability company

By: /s/Scott G. Ginn

Name: Scott G. Ginn