8-K

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 1, 2008 (March 26, 2008)

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.)

5959 S. Sherwood Forest Blvd., 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)

(Former name or former address, if changed since last report)

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))

Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

On March 26, 2008, concurrently with the closing of the transaction described below in Item 2.01 of this Current Report on Form 8-K (the “TLC Acquisition”), Amedisys, Inc. (“Amedisys” or the “Company”), entered into a Credit Agreement effective as of that date (the “Credit Agreement”), among the Company, Amedisys Holding, L.L.C. (“Holding”), the Lenders party thereto from time to time, JPMorgan Securities Inc. and UBS Securities LLC, as Co-Lead Arrangers and Joint Book Runners, Fifth Third Bank and Bank of America, N.A., as Co-Documentation Agents, Oppenheimer & Co. Inc. and UBS Securities LLC, as Co-Syndication Agents, that provides for senior unsecured facilities in an aggregate principal amount of up to $400 million (the “Credit Facilities”). The following description of the Credit Agreement does not purport to be complete and, therefore, is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K, where a copy of the Credit Agreement is attached and is incorporated by reference as though it were fully set forth herein.

The Credit Facilities are comprised of (a) a term loan facility in an aggregate principal amount of $150 million (the “Term Loan”); and (b) a revolving credit facility in an aggregate principal amount of up to $250 million (the “Revolving Credit Facility”). The Revolving Credit Facility provides for and includes within its $250 million limit a $15 million swingline facility and commitments for up to $25 million in letters of credit.

The proceeds of the Term Loan and the initial draw under the Revolving Credit Facility, together with the proceeds from the issuance of $100 million in notes pursuant to the Note Purchase Agreement dated as of March 25, 2008 (the “Note Purchase Agreement”) among Amedisys, Holding and certain institutional investors that is further described below, was used to: (a) fund the purchase price of the TLC Acquisition; (b) pay transaction and other expenses associated with the TLC Acquisition and the closings contemplated by the Credit Agreement and the Note Purchase Agreement; and (c) for other general corporate purposes. The final maturity of the Term Loan is March 26, 2013. The Term Loan will amortize beginning June 30, 2008 in 20 equal quarterly installments of $7.5 million (subject to adjustment for prepayments), with the remaining balance due upon maturity.

The Revolving Credit Facility may be used to provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries. The final maturity of the Revolving Credit Facility is March 26, 2013 and will be payable in full at that time.

The interest rate in connection with the Credit Facilities shall be based on the ABR Rate plus the Applicable Percentage (the “Base Rate Advance”), or Eurodollar Rate plus the Applicable Percentage (the “Eurodollar Rate Advance”). The “ABR Rate” means the higher of (a) the prime rate of interest established by the Administrative Agent and (b) the federal funds rate plus 0.50% per annum. The “Eurodollar Rate” means the rate per annum as the London interbank offered rate for deposits in US dollars two business days before the first day of any interest period, as adjusted for maximum statutory reserves. The “Applicable Percentage” means 0.75% per annum for Base Rate Advances and 1.75% per annum for Eurodollar Rate Advances, subject to adjustment between 0% to 1.00%, in the case of Base Rate Advances and between 0.75% and 2.00%, in the case of Eurodollar Rate Advances, in each case depending upon certain financial ratios of the Company. Generally, both Base Rate Advances and Eurodollar Rate Advances must be in a minimum aggregate amount of $1,000,000, or whole multiples of $100,000 in excess thereof.

The Credit Agreement also contains customary covenants, including, but not limited to, restrictions on:

• incurrence of liens;

• incurrence of additional debt;

• sales of assets and other fundamental corporate changes;

• investments;

• declarations of dividends; and

• capital expenditures.

These covenants contain customary exclusions and baskets.

In addition, the Credit Agreement requires maintenance of two financial covenants. One is a leverage ratio of the Company’s debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), both as defined in the Credit Agreement. The second is a fixed charge coverage ratio of adjusted EBITDA plus rent expense (“EBITDAR”) as defined in the Credit Agreement (less capital expenditures) to scheduled debt repayments plus cash interest expense plus rent plus restricted payments, all as defined in the Credit Agreement. Each of these

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covenants, which are described more fully in the Credit Agreement, to which reference is made for a complete statement thereof, are calculated over rolling four-quarter periods and also are subject to certain exceptions and baskets.

The Credit Facilities are guaranteed by all material subsidiaries of the Company. The Credit Agreement requires at all times that the Company provide guaranties from Subsidiaries that in the aggregate represent not less than 95% of the Company’s consolidated net revenues and adjusted EBITDA (as defined in the Credit Agreement).

Note Purchase Agreement

On March 25, 2008, Amedisys and Holding entered into the Note Purchase Agreement. The following description does not purport to be complete and, therefore, is qualified in its entirety by reference to Exhibit 4.1 to this Current Report on Form 8-K, where a copy of the Note Purchase Agreement is attached and is incorporated by reference as though it were fully set forth herein.

Pursuant to the Note Purchase Agreement, Amedisys and Holding, on March 26, 2008, sold (a) $35,000,000 aggregate principal amount of their 6.07% Series A Senior Notes due March 25, 2013 (the “Series A Notes”), (b) $30,000,000 aggregate principal amount of their 6.28% Series B Senior Notes due March 25, 2014 (the “Series B Notes”) and (c) $35,000,000 aggregate principal amount of their 6.49% Series C Senior Notes due March 25, 2015 (the “Series C Notes”) and together with the Series A Notes and the Series B Notes, the “Notes.” The Notes were issued and sold to the purchasers thereof without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration under Section 4 of the Securities Act.

The proceeds from the sale of the Notes, together with the proceeds of the Term Loan and the initial draw under the Revolving Credit Facility, that is further described above was used to: (a) fund the purchase price of the TLC Acquisition; (b) pay transaction and other expenses associated with the TLC Acquisition and the closings contemplated by the Credit Agreement and the Note Purchase Agreement; and (c) for other general corporate purposes.

Interest on the Notes is payable at the prescribed rates semi-annually on March 25 and September 25 of each year beginning September 25, 2008.

The Note Purchase Agreement also contains customary covenants similar to those set forth in the Credit Agreement. These covenants contain customary exclusions and baskets. In addition, the Note Purchase Agreement requires maintenance of two financial covenants that are identical to those described above with respect to the Credit Agreement. Each of these covenants, which are described more fully in the Note Purchase Agreement, to which reference is made for a complete statement thereof, are calculated over rolling four-quarter periods and also are subject to certain exceptions and baskets.

The Notes are guaranteed by all material subsidiaries of the Company. The Note Purchase Agreement requires at all times that the Company provide guaranties from Significant Subsidiaries – generally any subsidiary that represents not less than 10% of the Company’s consolidated net revenues and adjusted EBITDA (as defined in the Note Purchase Agreement).

Item 1.02. Termination of a Material Definitive Agreement.

In connection with completing the TLC Acquisition (as described in Item 2.01 of this Current Report on Form 8-K), and the entry by the Company into the Credit Agreement and the Note Purchase Agreement (as described in Item 1.01 of this Current Report on Form 8-K), the Credit and Guaranty Agreement dated as of October 24, 2007, among the Company and Holding, as Borrowers, substantially all of their respective subsidiaries, as Guarantors, CIBC Inc., JPMorgan Chase Bank, N.A., UBS Loan Finance LLC, and Regions Bank, as Lenders, CIBC World Markets Corp., as Joint Lead Arranger and Joint Book Runner, JPMorgan Securities, Inc., as Joint Lead Arranger, Joint Book Runner and Syndication Agent, and Canadian Imperial Bank of Commerce, New York Agency, as Administrative Agent (the “Prior Credit Agreement”) was terminated. A copy of the Prior Credit Agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 24, 2007 and filed with the Commission on October 29, 2007.

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Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 26, 2008, the Company completed its previously announced acquisition of TLC Health Care Services, Inc. (“TLC”) pursuant to a Purchase and Sale Agreement dated as of February 18, 2008 (the “Purchase Agreement”), by and among the Company, Amedisys TLC Acquisition, L.L.C. (as Buyer), TLC, TLC Holdings I, Corp. (“Holdco”), and the securityholders of TLC and Holdco (as Sellers) (the “Sellers”) as amended by First Amendment to Purchase and Sale Agreement dated as of March 25, 2008 (the “First Amendment”). A copy of the Purchase Agreement and the First Amendment are filed with this Current Report on Form 8-K as Exhibit 2.1, and Exhibit 2.2, respectively, and are incorporated by reference as though each was fully set forth herein.

TLC is a provider of home nursing and hospice services with 92 home health and 11 hospice agencies located in 22 states and the District of Columbia. The Sellers included certain affiliates of Arcapita Inc., a global investment group with offices in Atlanta, Bahrain, London and Singapore, and certain officers and employees of TLC.

The consideration paid by the Company for TLC was approximately $395.0 million in cash (subject to certain customary adjustments as described in the Purchase Agreement), which was financed with a portion of the proceeds of the Term Loan, the initial draw under the Revolving Credit Facility and the issuance and sale of the Notes, all as described in Item 1.01 of this Current Report on Form 8-K.

As previously disclosed, required regulatory approvals associated with the acquisition of TLC’s West Virginia agencies will result in a later closing date for the three home health and three hospice agencies located in that state. As a result, $0.9 million of the $395.0 million cash purchase price was placed into escrow until such regulatory approvals are obtained. Management currently anticipates that the West Virginia regulatory approvals and separate closing will occur in the second quarter of 2008.

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

On March 26, 2008, the Company entered into the Credit Agreement and borrowed the Term Loan in its entirety, drew an additional $145 million under the Revolving Credit Facility and issued and sold the Notes, all as described in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The required financial statements of TLC will be filed through an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The required financial statements of TLC will be filed through an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(c) Exhibits.

See Exhibit Index immediately following signature page.

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Signature

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.

Dated:	April 1, 2008	AMEDISYS, INC.
		By:	/s/ Dale E. Redman
		Name:	Dale E. Redman
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Purchase and Sale Agreement dated February 18, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., TLC Holdings I, Corp. (“Holdco”) and the securityholders of TLC and Holdco
2.2	First Amendment to Purchase and Sale Agreement dated March 25, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., Holdco and Arcapita Inc., as Sellers’ Representative on behalf of the securityholders of TLC and Holdco
4.1	Note Purchase Agreement dated March 25, 2008 among Amedisys, Inc., Amedisys Holding, L.L.C. relating to the issuance and sale of (a) $35,000,000 aggregate principal amount of their 6.07% Series A Senior Notes due March 25, 2013 (b) $30,000,000 aggregate principal amount of their 6.28% Series B Senior Notes due March 25, 2014 and (c) $35,000,000 aggregate principal amount of their 6.49% Series C Senior Notes due March 25, 2015
4.2	Form of Series A Note due March 25, 2013 (attached as Exhibit 1 to the Note Purchase Agreement filed as Exhibit 4.1 to this Current Report on form 8-K)
4.3	Form of Series B Note due March 25, 2014 (attached as Exhibit 2 to the Note Purchase Agreement filed as Exhibit 4.1 to this Current Report on form 8-K)
4.4	Form of Series C Note due March 25, 2015 (attached as Exhibit 3 to the Note Purchase Agreement filed as Exhibit 4.1 to this Current Report on form 8-K)
10.1	Credit Agreement dated March 26, 2008 among the Amedisys, Inc., Amedisys Holding, L.L.C., the Lenders party thereto from time to time, JPMorgan Securities Inc. and UBS Securities LLC, as Co-Lead Arrangers and Joint Book Runners, Fifth Third Bank and Bank of America, N.A., as Co-Documentation Agents, Oppenheimer & Co. Inc. and UBS Securities LLC, as Co-Syndication Agents

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

BY AND AMONG

AMEDISYS, INC.,

AMEDISYS TLC ACQUISITION, L.L.C.,

TLC HEALTH CARE SERVICES, INC.,

THE MINORITY SECURITYHOLDERS OF TLC HEALTH CARE SERVICES, INC.,

TLC HOLDINGS I CORP.,

AND

THE SECURITYHOLDERS OF TLC HOLDINGS I CORP.

DATED AS OF FEBRUARY 18, 2008

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS AND DEFINITIONAL PROVISIONS		1
SECTION 1.1	DEFINED TERMS	1
SECTION 1.2	OTHER DEFINED TERMS	14
SECTION 1.3	OTHER DEFINITIONAL PROVISIONS	15
SECTION 1.4	CAPTIONS	15
ARTICLE II. PURCHASE AND SALE OF PURCHASED SHARES		15
SECTION 2.1	PURCHASE AND SALE OF THE PURCHASED SHARES AT THE CLOSING	15
ARTICLE III. PURCHASE PRICE; PAYMENT; ADJUSTMENT		16
SECTION 3.1	PURCHASE PRICE; PAYMENT; ADJUSTMENT	16
SECTION 3.2	RETAINED ASSETS	21
SECTION 3.3	TOTAL CONSIDERATION	22
ARTICLE IV. THE CLOSING		22
SECTION 4.1	CLOSING	22
SECTION 4.2	ACTIONS AT CLOSING	23
SECTION 4.3	DELIVERIES AT CLOSING	23
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE BUYER COMPANY		25
SECTION 5.1	ORGANIZATION; CORPORATE POWER AND AUTHORIZATION	25
SECTION 5.2	BINDING EFFECT AND NONCONTRAVENTION	25
SECTION 5.3	BROKERAGE	26
SECTION 5.4	FINANCING	26
SECTION 5.5	NO LITIGATION	26
SECTION 5.6	INVESTMENT INTENT	26
ARTICLE VI. REPRESENTATIONS AND WARRANTIES REGARDING SELLERS		27
SECTION 6.1	OWNERSHIP	27
SECTION 6.2	ORGANIZATION, STANDING, QUALIFICATION AND POWER	27
SECTION 6.3	AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY	27
SECTION 6.4	NO CONFLICTS; CONSENTS	28
SECTION 6.5	LITIGATION	28
SECTION 6.6	BROKERAGE	28
ARTICLE VII. GENERAL REPRESENTATIONS AND WARRANTIES REGARDING HOLDCO, TARGET AND ITS SUBSIDIARIES		29
SECTION 7.1	CAPITALIZATION AND CONSTITUENT DOCUMENTS	29
SECTION 7.2	ORGANIZATION, QUALIFICATION AND POWER	30
SECTION 7.3	FRANCHISEES	30
SECTION 7.4	ABSENCE OF CONFLICTS; REQUIRED CONSENTS	31
SECTION 7.5	CHARTER DOCUMENTS	31
SECTION 7.6	OTHER ENTITIES	31
SECTION 7.7	CAPITALIZATION AND CONSTITUENT DOCUMENTS OF THE SUBSIDIARIES	32
SECTION 7.8	TRANSACTIONS IN CAPITAL STOCK OF THE TARGET AND ITS SUBSIDIARIES	32
SECTION 7.9	NO LIENS ON THE TARGET’S AND SUBSIDIARIES’ ASSETS	32
SECTION 7.10	RELATED PARTY AGREEMENTS	32
SECTION 7.11	LITIGATION	33
SECTION 7.12	FINANCIAL INFORMATION	33
SECTION 7.13	COMPLIANCE WITH LAWS	33

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SECTION 7.14	CERTAIN ENVIRONMENTAL MATTERS	34
SECTION 7.15	LIABILITIES AND OBLIGATIONS	34
SECTION 7.16	REAL PROPERTIES	34
SECTION 7.17	OTHER TANGIBLE ASSETS	35
SECTION 7.18	INTELLECTUAL PROPERTY	35
SECTION 7.19	RELATIONS WITH GOVERNMENTS, ETC.	36
SECTION 7.20	CONTRACTUAL COMMITMENTS	36
SECTION 7.21	CAPITAL EXPENDITURES	38
SECTION 7.22	INVENTORIES	38
SECTION 7.23	INSURANCE	38
SECTION 7.24	EMPLOYEE MATTERS	38
SECTION 7.25	TAXES	40
SECTION 7.26	SURVEYS	42
SECTION 7.27	ABSENCE OF CHANGES	42
SECTION 7.28	BOOKS AND RECORDS	43
SECTION 7.29	COMPLIANCE WITH ERISA, ETC.	44
SECTION 7.30	DISCLOSURE	45
SECTION 7.31	DIRECTORS AND OFFICERS	45
SECTION 7.32	BANK ACCOUNTS	45
SECTION 7.33	RECEIVABLES	45
ARTICLE VIII. SPECIAL HEALTH CARE REPRESENTATIONS AND WARRANTIES		45
SECTION 8.1	HEALTH CARE LICENSES	45
SECTION 8.2	NO AGENCY ACTION OR ENFORCEMENT	46
SECTION 8.3	HIPAA COMPLIANCE	48
SECTION 8.4	BILLING PRACTICES	48
SECTION 8.5	REGULATORY COMPLIANCE	48
ARTICLE IX. COVENANTS		49
SECTION 9.1	GENERAL	49
SECTION 9.2	OPERATION OF BUSINESS	49
SECTION 9.3	FULL ACCESS	51
SECTION 9.4	PUBLIC ANNOUNCEMENTS	51
SECTION 9.5	CONSENTS	52
SECTION 9.6	TRANSFER TAXES	52
SECTION 9.7	FURTHER ASSURANCES	52
SECTION 9.8	REGULATORY APPROVALS	52
SECTION 9.9	NOTICE OF DEVELOPMENT; SUPPLEMENTAL SCHEDULES	53
SECTION 9.10	NO SHOP	53
SECTION 9.11	EXCULPATION	53
SECTION 9.12	ACCESS TO EMPLOYEES; COOPERATION THROUGHOUT THE PRE-CLOSING PROCESS	54
SECTION 9.13	TAX MATTERS	54
SECTION 9.14	RELEASE	57
SECTION 9.15	SEVERANCE OR CHANGE OF CONTROL PAYMENT OBLIGATIONS	57
SECTION 9.16	PAYMENT OF INDEBTEDNESS	57
SECTION 9.17	FINANCIAL STATEMENTS AND CONSENT OF TARGET’S INDEPENDENT PUBLIC ACCOUNTANTS	57
SECTION 9.18	MAINTENANCE OF INSURANCE	58
ARTICLE X. SURVIVAL AND INDEMNIFICATION		59
SECTION 10.1	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS	59
SECTION 10.2	INDEMNIFICATION OBLIGATIONS OF THE SELLERS	59
SECTION 10.3	INDEMNIFICATION OBLIGATIONS OF THE BUYER COMPANY	59

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SECTION 10.4	CONDITIONS OF INDEMNIFICATION	60
SECTION 10.5	INDEMNIFICATION PROCEDURES	60
SECTION 10.6	MISCELLANEOUS INDEMNIFICATION PROVISIONS	61
SECTION 10.7	CERTAIN OTHER INDEMNITY MATTERS	62
SECTION 10.8	JURISDICTION AND VENUE	62
ARTICLE XI. CONDITIONS TO THE CLOSING		62
SECTION 11.1	CLOSING CONDITIONS – THE BUYER COMPANY	62
SECTION 11.2	CLOSING CONDITIONS – THE SELLERS	64
SECTION 11.3	FRUSTRATION OF CLOSING CONDITIONS	64
SECTION 11.4	SPECIFIC PERFORMANCE	64
ARTICLE XII. TERMINATION		65
SECTION 12.1	TERMINATION OF AGREEMENT	65
SECTION 12.2	EFFECT OF TERMINATION	65
ARTICLE XIII. MISCELLANEOUS		66
SECTION 13.1	TREATMENT OF CONFIDENTIAL INFORMATION	66
SECTION 13.2	ASSIGNMENT; NO THIRD PARTY BENEFICIARIES	67
SECTION 13.3	ENTIRE AGREEMENT; AMENDMENT; WAIVERS	67
SECTION 13.4	EXPENSES	67
SECTION 13.5	NOTICES	68
SECTION 13.6	GOVERNING LAW	69
SECTION 13.7	EXERCISE OF RIGHTS AND REMEDIES	69
SECTION 13.8	REFORMATION AND SEVERABILITY	69
SECTION 13.9	COUNTERPARTS	69
SECTION 13.10	CONSTRUCTION	70
SECTION 13.11	PAYMENTS TO THE SELLERS’ REPRESENTATIVE	70
ARTICLE XIV. SELLERS’ REPRESENTATIVE; POWER OF ATTORNEY		70
SECTION 14.1	SELLERS’ REPRESENTATIVE	70
ARTICLE XV. INTERVENTION BY THE BUYER PARENT		71
SECTION 15.1	LIMITED PAYMENT GUARANTY OF THE BUYER PARENT	71
SECTION 15.2	OTHER PROVISIONS	72

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TABLE OF EXHIBITS AND SCHEDULES

Schedules:
Schedule 1.1.1	Agencies
Schedule 1.1.4	Transaction Expenses
Schedule 1.1.5	Working Capital Computation Methodology
Schedule 1.2	Certain Indebtedness of TARGET and its Subsidiaries
Schedule 1.3(f)	Persons with Knowledge
Schedule 3.1(a)	TARGET’s Senior Management
Schedule 3.2(c)	Retained Asset Value
Schedule 3.2(d)	Formula for Dividing Divested Asset Proceeds
Schedule 4.3(a)(i)	Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET
Schedule 4.3(a)(xvi)	Form of Holdco Securityholder Affidavit
Schedule 4.3(b)(ii)	Form of Certificate of the Buyer Company
Schedule 5.2(b)	Buyer Company Consents
Schedule 5.4	Executed Commitment Letters
Schedule 6.4(a)	Seller Consents
Schedule 6.6	Liabilities or Obligations to Broker, Finder or Agent
Schedule 7.2	TARGET’s Subsidiaries
Schedule 7.3	Franchisees/Licensees
Schedule 7.4(a)	TARGET and Subsidiaries Consents
Schedule 7.6(a)	Ownership of Capital Stock or Derivative Securities
Schedule 7.6(b)	Subsidiaries of Others
Schedule 7.6(c)	Holdco Other Capital Stock or Derivative Securities
Schedule 7.6(d)	Holdco Subsidiaries of Others
Schedule 7.7	Capital Stock of TARGET and its Subsidiaries
Schedule 7.8	Transactions in Capital Stock of TARGET and its Subsidiaries
Schedule 7.9	Liens on Assets of TARGET and its Subsidiaries
Schedule 7.10	Related Party Agreements
Schedule 7.11	Litigation
Schedule 7.13(b)	Compliance with Laws
Schedule 7.14	Certain Environmental Matters
Schedule 7.15(a)	Liabilities and Obligations
Schedule 7.15(b)	Repaid Indebtedness
Schedule 7.16(a)	Real Properties and Leases
Schedule 7.16(d)	Fixed Assets
Schedule 7.17(a)	Tangible Personal Property
Schedule 7.17(b)	Personal Property Leases
Schedule 7.17(c)	Condition of Tangible Personal Property
Schedule 7.18(a)	List of Fictitious or Doing Business As Names
Schedule 7.18(b)	Intellectual Property Assets
Schedule 7.18(c)	Intellectual Property Agreements
Schedule 7.20	Contractual Commitments
Schedule 7.21	Capital Expenditures
Schedule 7.22	Inventories
Schedule 7.23	Insurance
Schedule 7.24(a)	Employee Matters
Schedule 7.24(b)	Employment Agreements
Schedule 7.24(c)	Employee Policies and Procedures

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Schedule 7.24(d)	Unwritten Amendments
Schedule 7.24(e)	Labor Compliance
Schedule 7.24(f)	Unions
Schedule 7.24(g)	Unauthorized Aliens
Schedule 7.24(h)	Change of Control Benefits
Schedule 7.24(i)	Other Compensation Plans
Schedule 7.24(j)	ERISA Benefit Plans
Schedule 7.24(k)	Retirees
Schedule 7.25	Taxes
Schedule 7.26(a)	Prior Surveys
Schedule 7.26(b)	Pending Surveys
Schedule 7.27	Absence of Changes
Schedule 7.29(d)	Multiemployer Plans
Schedule 7.29(e)	Claims and Litigation
Schedule 7.31	Directors and Officers
Schedule 7.32	Bank Accounts
Schedule 8.1(a)	Health Care Licenses
Schedule 8.2	No Agency Action or Enforcement
Schedule 8.2(e)	Excluded Persons, Etc.
Schedule 8.2(f)	Appeals, Disputes or Contested Positions
Schedule 8.3(b)	HIPAA Compliance
Schedule 8.4	Billing Practices
Schedule 8.5(d)	Compliance Program and Code of Conduct
Schedule 9.2(b)	Operation of Business
Schedule 9.14	Release

Exhibits

A	TARGET Minority Securityholders
A1	Holdco Securityholders
B	Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders
C	Form of Escrow Agreement
D	Lenders of the TARGET and its Subsidiaries
E	Form of Retained Assets Escrow Agreement
F	Form of Public Announcement
G	Form Opinion of TARGET Counsel
G2	Form Opinion of TARGET Cayman Counsel

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of the 18th day of February, 2008 (the “Effective Date”), by and among Amedisys, Inc., a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer Company”), TLC Health Care Services, Inc., a Delaware corporation (the “TARGET”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware corporation (“Holdco”), and the shareholders of Holdco, as set forth on Exhibit A1 (the “Holdco Securityholders”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “Sellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”.

WHEREAS, the TARGET Minority Securityholders and Holdco own 100% of the issued and outstanding shares of the TARGET’s common stock, $0.01 par value per share (the “TARGET Shares”);

WHEREAS, the Holdco Securityholders own 100% of the issued and outstanding shares of Holdco’s voting and non-voting common stock, $0.01 par value per share (the “Holdco Shares” and, collectively with the TARGET Shares held by the TARGET Minority Securityholders, the “Purchased Shares”);

WHEREAS, each of the Sellers owns (i) that number of TARGET Shares set forth opposite such Seller’s name under the heading “Number of Shares Issued” on Exhibit A, (ii) that number and type (voting or non-voting) of Holdco Shares set forth opposite such Seller’s name under the heading “No. of Shares “ on Exhibit A1, (iii) that number of options to acquire TARGET Shares (along with the holders of Options to acquire the TARGET’s common stock listed on Exhibit A1 who are not Sellers, the “Options”) set forth opposite such Seller’s name under the heading “Fully Vested Stock Options at Closing” on Exhibit A; and

WHEREAS, (i) the Sellers desire to sell to the Buyer Company, and the Buyer Company desires to purchase from the Sellers, all of the Purchased Shares, and (ii) with funds provided by the Buyer Company, the Buyer Company desires the TARGET to cancel the Options and the Warrants, in each case on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

ARTICLE I.

DEFINITIONS AND DEFINITIONAL PROVISIONS

Section 1.1 Defined Terms

“Accounting Firm” has the meaning Section 3.1(d)(vi) specifies.

“Accounting Policies” has the meaning Section 3.1(d)(iii) specifies.

“Actual Cash” has the meaning Section 3.1(e)(ii) specifies.

“Actual Indebtedness” has the meaning Section 3.1(e)(iii) specifies.

“Actual Transaction Expenses” has the meaning Section 3.1(e)(iv) specifies.

“Actual Working Capital” has the meaning Section 3.1(e)(i) specifies.

“Acquisition Proposal” has the meaning Section 9.10 specifies.

“Affiliate” means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified Person. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of Capital Stock of that Person, by contract or otherwise).

“Agencies” means, collectively, the respective home health care and hospice, if applicable, agency operating locations, including branch offices, subunits and drop sites, owned by the TARGET, its Subsidiaries and the Franchisees, the individual addresses of which are listed on Schedule 1.1.1.

“Agreement” means this Agreement, including all Schedules and Exhibits to this Agreement.

“Assets to be Divested” has the meaning set forth in Section 3.2(d).

“Business” means the home healthcare and hospice businesses of the TARGET and its Subsidiaries that provide, directly or through the Franchisees, home health or hospice services to patients covered by Medicare, Medicaid, CHAMPUS and TriCare and all other similar Federal health care programs or state or local governmental programs, including state Medicaid waiver programs, Medicare or Medicaid managed care programs such as Medicare Advantage, commercial or private health care and/or hospice insurance programs, employer self-funded ERISA plans, trusts, or programs, preferred provider organization programs, Medigap, Medicare supplemental plans, and to other private payor patients, as presently carried on by the TARGET, its Subsidiaries and the Franchisees.

“Buyer Company” has the meaning the Preamble specifies.

“Buyer Indemnitees” has the meaning Section 10.2 specifies.

“Buyer Parent” has the meaning the Preamble specifies.

“Cap” means an amount equal to four percent (4%) of the Purchase Price.

“Capital Stock” means, with respect to: (i) any corporation, any share, or any depositary receipt or other certificate representing any share, of an equity ownership interest in that corporation; and (ii) any other Entity, any share, membership, joint venture, partnership or other ownership interest, unit of participation or other equivalent (however designated) of an equity interest in that Entity.

“Cash” shall mean the consolidated cash and cash equivalents of the TARGET and its Subsidiaries computed, as of the applicable date, in accordance with GAAP.

“Cash Compensation” means, as applied to any employee, nonemployee director or officer of the TARGET or any of its Subsidiaries, the wages, salaries, bonuses (discretionary and formula), fees and other cash compensation paid or payable by the TARGET or any of its Subsidiaries to that employee.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“Change of Control Payments” shall mean any change of control payment due and owing to the Senior Management resulting from the purchase of the Purchased Shares as set forth on Schedule 3.1(a).

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“Change of Control Payment Amount” shall mean the sum of all Change of Control Payments set forth on Schedule 3.1(a) and deducted from the Purchase Price.

“Charter Documents” means, with respect to any Entity at a specific time, in each case as amended, modified and supplemented at such time, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of that Entity, (ii) the bylaws or limited liability company agreement or regulations (or the equivalent governing documents) of that Entity and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that Entity’s Capital Stock or of any rights in respect of that Entity’s Capital Stock.

“CHOW” has the meaning Section 9.8(b) specifies.

“Claim” has the meaning Section 9.11(a) specifies.

“Closing” has the meaning Section 4.1 specifies and shall be effective at 12:01 a.m. on the Closing Date.

“Closing Date” has the meaning Section 4.1 specifies.

“CMS” means the Centers for Medicare and Medicaid Services.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Conditions of Participation” means conditions established by CMS or applicable state agencies for eligibility to participate in its/their home health care and/or hospice programs.

“Confidential Information” means, with respect to any Person, all trade secrets and other confidential, nonpublic or proprietary information prepared for, or by or on behalf of, that Person including any such information derived from reports, investigations, research, studies, work in progress, codes, marketing, sales or service programs, customer lists, records relating to past service provided to customers, capital expenditure projects, cost summaries, equipment or production system designs or drawings, pricing formulae, contract analyses, financial information, projections, present business plans, agreements with vendors, joint venture agreements, confidential filings with any Governmental Authority.

“Contractual Commitment” has the meaning Section 7.20(a) specifies.

“Copyrights” has the meaning Section 7.18(a) specifies.

“Damage” to any specified Person means any loss, cost, damage, expense (including reasonable fees and actual disbursements by attorneys, consultants, experts or other Representatives, including Litigation costs), fine of, penalty on, or liability of any other nature of that Person; provided, however, that the term “Damage” shall not include loss of earnings or profits or any consequential, exemplary, punitive or treble damages of such Person. Notwithstanding any other provisions of this Agreement, for purposes of Article X of this Agreement, in calculating the amount of Damages arising from a breach of any representations, warranties, and covenants contained in this Agreement which is qualified by the words “Material” “Materiality” or “Material Adverse Effect” or similar terms, or by a specific dollar threshold, such Damages shall be calculated as if such qualifier or threshold were not contained therein, it being understood that the exclusion of such qualifier or threshold shall apply solely for the purposes of calculation of Damages, and not for the purpose of determining whether or not a breach has occurred.

“Deductible” means $1,000,000.

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“Derivative Securities” of a specified Entity means any Capital Stock, debt security or other Indebtedness of the specified Entity or any other Person which is convertible into or exchangeable for, or any option, warrant or other right to acquire (i) any unissued Capital Stock of the specified Entity or (ii) any Capital Stock of the specified Entity which has been issued and is being held by the Entity directly or indirectly as treasury Capital Stock.

“DHHS” means U.S. Department of Health and Human Services.

“Disclosure Schedule” has the meaning the first paragraph of Article VI specifies.

“Dispute Resolution Procedure” has the meaning Section 3.1(d)(vi) specifies.

“Divested Asset Proceeds” has the meaning set forth in Section 3.2(d).

“DMERC” means any Durable Medical Equipment Regional Carrier to which the Seller may submit claims for reimbursement for durable medical equipment and any successor thereto, whether referred to as a DMERC or DME-MAC (Durable Medical Equipment Medicare Administrative Contractor).

“Effective Date” has the meaning set forth in the preface above.

“Employee Policies and Procedures” means the TARGET’s or any Subsidiary’s current written employee manuals and Material policies, procedures and work-related rules that apply to the TARGET’s or any Subsidiary’s employees.

“Employment Agreement” means any agreement to which the TARGET or any of its Subsidiaries is currently a party (or under which any of them has continuing obligations to an employee) that relates to the employment of an employee of TARGET or any of its Subsidiaries, including all employee leasing agreements and/or agreements which restrict competition with the TARGET or any of its Subsidiaries in relation to the Business.

“Entity” means any sole proprietorship, corporation, partnership of any kind having a separate legal status, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company or joint venture.

“Environmental Laws” means any and all Legal Requirements relating to the environment or public or worker health or safety, including ambient air, surface water (including without limitation water management and runoff), land surface or subsurface strata, or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (including without limitation radioactive waste, nuclear waste, Solid Wastes, Hazardous Wastes or Hazardous Substances) or noxious noise or odor into the environment, or otherwise relating to the treatment, storage, or disposal, recycling, removal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic, hazardous or medical substances or wastes (including without limitation petroleum, petroleum distillates, asbestos or asbestos containing material, volatile organic compounds and polychlorinated biphenyls). Such “Environmental Laws” include, without limitation, the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act (OSHA), the OSHA Bloodborne Pathogens Standard, the Needlestick Safety and Prevention Act, the Emergency Planning and Community Right-to-Know Act of 1986i, 42 U.S.C. §§ 9601 et seq., which is commonly referred to as the “Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA),” and 42 U.S.C. §§ 6992 et seq., which is commonly referred to as the “Medical Waste Tracking Act.”

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any specified Person at any time, any other Person, including an Affiliate of the specified Person, that is, or at any time within six years of that time was, a member of any ERISA Group of which the specified Person is or was a member at the same time.

“ERISA Affiliate Pension Plan” has the meaning Section 7.23(j) specifies.

“ERISA Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA and includes any ERISA Pension Plan.

“ERISA Group” means any “group of organizations” within the meaning of Section 414(b), (c), (m) or (o) of the Code or any “controlled group” as defined in Section 4001(a)(14) of ERISA.

“ERISA Pension Plan” means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including any plan that is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code (excluding any Multiemployer Plan).

“Escrow Agent” has the meaning Section 3.1(f)(i) specifies.

“Escrow Agreement” has the meaning Section 3.1(f)(i) specifies.

“Escrow Amount” means an amount equal to four percent (4%) of the Purchase Price.

“Escrow Consideration” has the meaning Section 3.1(f)(i) specifies.

“Escrow Fund” has the meaning Section 3.1(f)(i) specifies.

“Estimated Cash” has the meaning Section 3.1(d)(i) specifies.

“Estimated Closing Balance Sheet” has the meaning Section 3.1(d)(i) specifies.

“Estimated Closing Statement” has the meaning Section 3.1(d)(i) specifies.

“Estimated Working Capital” has the meaning Section 3.1(d)(i) specifies.

“Final Closing Statement” has the meaning Section 3.1(d)(vii) specifies.

“Final Determination Date” has the meaning Section 3.1(d)(vii) specifies.

“Final Purchase Price” has the meaning Section 3.1(b)(iii) specifies.

“Financial Information” means (i) (A) the audited consolidated balance sheets as of March 31, 2006, and the related consolidated statements of operations, stockholder’s equity and cash flows of the TARGET for the period ending March 31, 2006, (B) the audited consolidated balance sheets as of March 31, 2007, and the related consolidated statements of operations, stockholder’s equity and cash flows of the TARGET for the period ending March 31, 2007, and (ii) the Latest Balance Sheet and the related consolidated statements of operations, stockholders equity and cash flows of the TARGET for the nine (9) month period ending December 31, 2007.

“Financing Documents” has the meaning Section 5.4 specifies.

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“Franchise Agreement” or “License Agreement” has the meaning Section 7.3 specifies.

“Franchisee” or “Licensee” has the meaning Section 7.3 specifies.

“GAAP” means generally accepted accounting principles in the United States of America.

“Government Programs” means Medicare, Medicaid, TRICARE/CHAMPUS, and all other federal or state health care benefit program.

“Governmental Approval” means as of any specific time any authorization, consent, approval, Permit, franchise, certificate, license, Health Care License, implementing order or exemption of any Governmental Authority at that time.

“Governmental Authority” means (i) any Federal, state, county, municipal or other government, domestic or foreign, or any agency, board, bureau, commission, court, department or other instrumentality of any such government, (ii) any Person having the authority under any applicable Legal Requirement to assess and collect Taxes for its own account, and (iii) DHHS, CMS or its fiscal intermediary and carrier agents, the DHHS Office of Inspector General, the U.S. Department of Justice, any state attorney general, any state Medicaid Fraud unit, the Office of Civil Rights, and any state department of health.

“Guaranty” means, for any specified Person, without duplication, any liability, contingent or otherwise, of that Person guaranteeing or otherwise becoming liable for any obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including without limitation any liability of the specified Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) that obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of that obligation, (ii) to purchase property or other assets, securities or services for the purpose of assuring the owner of that obligation of its payment or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay that obligation; provided, that the term “Guaranty” does not include endorsements for collection or deposit in the ordinary course of the endorser’s business.

“Hazardous Substance” means any material defined as a toxic or hazardous substance pursuant to 42 U.S.C. § 9601(14).

“Health Care Laws” means any local, state or Federal statutes or regulations, guidelines, ordinances, permits, orders, standards, Conditions of Participation, accreditation standards, requirements, approvals or consents, relating to the following: (a) Government Programs; (b) billing and submission of a claim to a Government Program, or reimbursement, payments, and cost reporting, including the Government Program reimbursement requirements; (c) the Medicare and Medicaid Anti Kickback Fraud and Abuse Law; (d) the health care fraud laws including the Civil Money Penalty Provisions, the Civil and Criminal False Claims Acts, or mail/wire fraud, and to the extent applicable, their respective state-law counterparts; (e) medical records and patient privacy and security laws, inclusive of the requirements of HIPAA; (f) disclosure of ownership and related organization/party requirements; (g) treatment and reporting by the TARGET or any of its Subsidiaries in the operation of the Business relating to infectious disease(s); and (h) state certificate of need laws.

“Health Care Liability Claims” shall mean any liabilities of the TARGET or any of is Subsidiaries or Franchisees for periods prior to the Closing Date relating to any investigations, actions, demands or charges brought by the Office of Inspector General, the U.S. Department of Justice, a Medicaid Fraud Control Unit or any other administrative, enforcement or prosecutorial authority, related to health care fraud, abuse or other misconduct.

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“Health Care Licenses” means all licenses, permits, accreditations, certificates of need, provider numbers, provider agreements, approvals, qualifications, certifications, and other Governmental Approvals granted by any health care regulatory agency or other Governmental Authority relating to or affecting the Business, the ownership, operation, maintenance, management, use, regulation, development or expansion of the Business, the provision of health care services thereby, or the reimbursement of health care costs relating thereto.

“HIPAA” means the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder and all amendments thereto.

“Holdco” has the meaning the Preamble specifies.

“Holdco Securityholders” has the meaning the Preamble specifies.

“Holdco Shares” has the meaning specified in the second WHEREAS clause.

“HSBC” means HSBC Bank USA, N.A.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” of any Person means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is (a) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level or income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement whether entered into for hedging or speculative purposes; and (xi) in the case of the TARGET and its Subsidiaries, the liabilities listed on Schedule 1.2.

“Indemnification Claim Notice” has the meaning Section 10.5(a) specifies.

“Indemnified Party” has the meaning Section 10.5(a) specifies.

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“Indemnified Party Tax Increase” has the meaning Section 9.13(f) specifies.

“Indemnifying Party” has the meaning Section 10.5(a) specifies.

“Initial Payment Amount” has the meaning Section 3.1(b)(iii) specifies.

“Intellectual Property Assets” has the meaning Section 7.18(a) specifies.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the TARGET and its Subsidiaries’ operations and not for speculative purposes.

“IRCA” means the Immigration Reform and Control Act of 1986 and all amendments thereto.

“JCAHO” means the Joint Commission on Accreditation of Healthcare Organizations.

“Key Executives” means the following executives of the TARGET: (i) Wesley N. Perry, (ii) Willard T. Derr, (iii) Paul Oettinger, (iv) David Frank, and (v) Judy Robbins.

“Key Executive Promissory Notes” means the Promissory Notes between the Key Executives and the Holdco as set forth on Schedule 7.20.

“Latest Balance Sheet” means the unaudited consolidated balance sheet of the TARGET as of December 31, 2007.

“Law” shall mean any statute, law, ordinance, rule or regulation of any Governmental Authority.

“Legal Requirement” means as of any specific time any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at such time.

“Letter of Intent” means the Term Sheet dated December 5, 2007, as amended by the First Amendment thereto dated as of February 1, 2008, executed by Amedisys, Inc. and Holdco relating to the acquisition of the TARGET.

“Lien” means, with respect to any property or other asset of any Person (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors of that Person, including without limitation any “adverse claim” (as Section 8-302(b) of each applicable Uniform Commercial Code defines that term) in the case of any Capital Stock. For purposes of this Agreement, a Person will be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease, synthetic lease or other title retention agreement relating to that asset.

“List of Excluded Individuals/Entities” means the database maintained by the DHHS Office of Inspector General relating to parties excluded from participation in Medicare, Medicaid and all other Federal health care programs.

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“Litigation” means any action, case, proceeding, claim, suit, or investigation conducted by or pending before any Governmental Authority.

“Marks” has the meaning Section 7.18(a) specifies.

“Material” means, as applied to any Person, material to the business, operations, property or other assets, liabilities, financial condition, or results of operations of that Person.

“Material Adverse Effect” means any fact, event, series of events, change, effect or circumstance that, individually or in the aggregate with other facts, events, series of events, changes, effects or circumstances, has had or is reasonably likely to have a material adverse effect on the business, operations, condition (financial or otherwise), or results of operations or prospects of TARGET and its Subsidiaries (including for purposes hereof the Franchisees), taken as a whole; provided, however, that in no event shall any of the following constitute a Material Adverse Effect: (i) any fact, event, series of events, change, effect or circumstance resulting from or relating to changes in economic or financial conditions generally including economic or market conditions of the home healthcare and hospice business (other than any final or proposed (if reasonably likely to become final) reimbursement changes from any Governmental Program other than that specified in clause (vii) below and/or except to the extent that such change has had, or is reasonably likely to have, a disproportionate effect on TARGET and its Subsidiaries, taken as a whole, relative to other Persons in their industry); (ii) any fact, event, series of events, change, effect or circumstance resulting from or relating to the execution of, compliance with the terms of, or the taking of any action required by this Agreement or the consummation of the transactions contemplated by this Agreement or the public announcement of the transactions contemplated by this Agreement and the other Transaction Documents; (iii) any change in GAAP after the Effective Date, (iv) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, (v) any change in the financial, banking, credit, securities, or commodities markets, the economy in general or prevailing interest rates of the United States or any other jurisdiction, where the TARGET and its Subsidiaries have operations or significant revenues, (vi) any changes in any Law or the interpretation thereof after the Effective Date (other than those relating to reimbursement and otherwise addressed in clause (i) above or clause (vii) below), or (vii) the negative revenue impact on TARGET and Subsidiaries arising from the reimbursement reductions and other reimbursement changes set forth in the Home Health Prospective Payment System Refinement and Rate Update for Calendar Year 2008, 72 Fed. Reg. 49761 et seq. (August 29, 2007).

“Material Contracts” of any Person means any contract or agreement, whether written or oral, to which that Person is a party, or by which that Person is bound or to which any property or other assets of that Person is subject and, in each case, that is Material to that Person.

“Medicaid” means collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program, including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program, (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program, and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§1395 et seq.) and any statutes

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succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program, including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program, and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connected with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Recoupment Claims” shall mean any liabilities of the TARGET or any of its Subsidiaries under the Medicare Program for periods prior to the Closing Date, including cost report liabilities and adjustments or other recoupments related to Partial Episode Payments, and M0175 recoveries.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, Section 414 of the Code or Section 3(37) of ERISA.

“Notice of Disagreement” has the meaning Section 3.1(d)(iv) specifies.

“Option and Warrant Exercise Amount” means the aggregate exercise price of all Options and Warrants outstanding immediately prior to their cancellation pursuant to Section 3.1(c)(ii).

“Optionholder” means a holder of one or more Options.

“Options” has the meaning set forth in the third WHEREAS clause above.

“Option Plan” means the TARGET’s 2005 Incentive Stock Option Plan permitting the grant of share options to certain of the TARGET’s employees for up to 176,470 TARGET Shares.

“Other Compensation Plans” means any compensation arrangement, plan, policy, practice or program established, maintained or sponsored by the TARGET or any of its Subsidiaries or to which the TARGET or any of its Subsidiaries contributes, on behalf of any of its employees (i) including all such arrangements, plans, policies, practices or programs providing for severance or termination pay, deferred compensation, incentive, bonus or performance awards or the actual or phantom ownership of any Capital Stock or Derivative Securities of the TARGET or any of its Subsidiaries, but (ii) excluding all ERISA Pension Plans and Employment Agreements of the TARGET or any of its Subsidiaries.

“Party” or “Parties” has the meaning the Preamble specifies.

“Patents” has the meaning Section 7.18(a) specifies.

“Payoff Letter” had the meaning Section 4.3(a)(ix) specifies.

“PBGC” means the Pension Benefit Guaranty Corporation and any successor thereto.

“Permits” means all licenses, certificates of occupancy and other permits, consents and approvals required by any Governmental Authority to lawfully operate the Business (including any pending applications for such licenses, certificates, certificates of need, permits, consents or approvals).

“Permitted Liens” means, with respect to the property or other assets of any Person (or any revenues, income or profits of that Person therefrom): (i) Liens for Taxes if the same are not at the time due and delinquent; (ii) Liens of carriers, warehousemen, mechanics, laborers and materialmen for sums not yet due; (iii) Liens incurred in the ordinary course of that Person’s business in connection with worker’s compensation, unemployment insurance and other social security legislation (other than pursuant to ERISA or Section 412(n) of the Code); (iv) Liens incurred in the ordinary course of that

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Person’s business in connection with deposit accounts or to secure the performance of bids, tenders, trade contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds and other obligations of like nature; (v) easements, rights of way, reservations, restrictions and other similar encumbrances incurred in the ordinary course of that Person’s business or existing on property and not materially interfering with the ordinary conduct of that Person’s business or the use of that property; (vi) defects or irregularities in that Person’s title to its real properties which do not materially (A) diminish the value of the surface estate or (B) interfere with the ordinary conduct of that Person’s business or the use of any such properties; and (vii) any interest or title of a lessor of assets that Person is leasing pursuant to any capital lease or synthetic lease or any lease (other than a synthetic lease) that is accounted for as an operating lease.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority.

“Plan” has the meaning Section 7.27(a) specifies.

“Prior Period” has the meaning Section 9.13(a) specifies.

“Private Programs” means any non-governmental private insurance program or other payment program.

“Proceeding” has the meaning Section 10.5(a) specifies.

“Prohibited Transaction” means any transaction either Section 4975 of the Code or Section 406 of ERISA prohibits and neither Section 4975 of the Code nor Section 408 of ERISA exempts.

“Proposed Closing Statement” has the meaning Section 3.1(d)(ii) specifies.

“Pro Rata Share” means (i) with respect to any TARGET Minority Securityholder, the quotient obtained by dividing (A) the aggregate number of outstanding TARGET Shares held by such TARGET Minority Securityholder assuming the exercise of all outstanding Options and Warrants held by such TARGET Minority Securityholder by (B) the aggregate number of outstanding TARGET Shares assuming the exercise of all outstanding Options and Warrants, as set forth on Exhibit A, (ii) with respect to any non-Seller Optionholder or non-Seller Warrantholder, the quotient obtained by dividing (A) the aggregate number of outstanding TARGET Shares held by such non-Seller Optionholder or non-Seller Warrantholder assuming the exercise of all outstanding Options or Warrants held by such non-Seller Optionholder or non-Seller Warrantholder, by (B) the aggregate number of outstanding TARGET Shares assuming the exercise of all outstanding Options and Warrants, as set forth on Exhibit A, and (iii) with respect to any Holdco Securityholder, the product obtained by multiplying (A) Holdco’s Pro Rata Share (determined under clause (i) of this definition as if Holdco were a TARGET Minority Securityholder) by (B) the quotient obtained by dividing the aggregate number of Holdco Shares held by such Holdco Securityholder by the aggregate number of outstanding Holdco Shares held by all Holdco Securityholders.

“Purchased Shares” has the meaning specified in the second WHEREAS clause.

“Purchase Price” has the meaning Section 3.1(a) specifies.

“Qualified Plans” has the meaning Section 7.27(b) specifies.

“RCRA” means the Resource Conservation and Recovery Act of 1976 and all amendments thereto.

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“Registered Notes” means certain registered promissory notes held by the Holdco Securityholders as set forth on Exhibit A1.

“Regulatory Expenses” has the meaning set forth in Section 14.4(b).

“Related Party Agreement” means any contract or other agreement, (i) to which the TARGET or any of its Subsidiaries is a party or is bound or by which any property or other asset of the TARGET or any of its Subsidiaries is bound and (ii) (A) to which the TARGET or any of its Subsidiaries is also a party or (B) of which any Affiliate of the TARGET is a beneficiary.

“Repaid Indebtedness” has the meaning set forth in Section 7.15(b).

“Reportable Event” means, with respect to any TARGET Pension Plan, (i) the occurrence of any of the events set forth in Sections 4043(b) or (c) (other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC is waived under applicable regulations), 4062(e) or 4063(a) of ERISA with respect to that plan, (ii) any event requiring the Seller or any ERISA Affiliate of the Seller to provide security to that plan under Section 401(a)(29) of the Code or (iii) any failure to make a payment Section 412(m) of the Code requires with respect to that plan.

“Representatives” means, with respect to any Person, the directors, officers, employees, Affiliates, accountants (including independent certified public accountants), advisors, attorneys, consultants or other agents of that Person.

“Restructuring” has the meaning Section 3.2 specifies.

“Retained Assets Escrow Agreement” has the meaning set forth in Section 3.2(c).

“Retained Assets Escrow Amount” has the meaning set forth in Section 3.2(c).

“Retained Assets Escrow Fund” has the meaning set forth in Section 3.2(c).

“Retained Assets Value Amount” has the meaning set forth in Section 3.2(c).

“Retained Related Party Agreements” has the meaning Section 7.10 specifies.

“Returns” of a Person means the returns, reports or statements (including any information returns) any Legal Requirement requires that Person to file for purposes of any Tax.

“Rights in Mask Works” has the meaning Section 7.18(a) specifies.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Seller Indemnitees” has the meaning Section 10.3 specifies.

“Sellers” has the meaning the Preamble specifies.

“Sellers’ Representative” has the meaning Section 14.1 specifies.

“Senior Management” means those persons set forth on Schedule 1.3(f).

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“Shared Services Agreement” has the meaning set forth in Section 3.2(b).

“Software” means all Material computer software used by TARGET or its Subsidiaries in the conduct of the Business.

“Solid Wastes, Hazardous Wastes or Hazardous Substances” have the meanings ascribed to those terms in CERCLA, RCRA or any other Environmental Law applicable to the business or operations of the TARGET that imparts a broader meaning to any of those terms than does CERCLA or RCRA.

“Straddle Period” has the meaning Section 9.13(a) specifies.

“Subsidiary” means any corporation, partnership, limited liability company or other business Entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the ownership interests therein or has the power to vote or direct the voting of sufficient securities thereof to elect a majority of its directors or other persons performing similar functions.

“TARGET” has the meaning the Preamble specifies.

“TARGET Benefit Plan” has the meaning Section 7.23(j) specifies.

“TARGET Minority Securityholders” has the meaning the Preamble specifies.

“TARGET Pension Plan” has the meaning Section 7.23(j) specifies.

“TARGET Personnel” has the meaning Section 9.11(a) specifies.

“TARGET Shares” has the meaning specified in the first WHEREAS clause.

“TARGET Working Capital” shall mean $10,561,000.

“Tax” or “Taxes” means all net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental or other taxes, assessments, duties, fees, levies or other governmental charges or assessments of any nature whatever imposed by any Legal Requirement, whether disputed or not, together with any interest, penalties, additions to tax or additional amounts with respect thereto.

“Tax Claim” has the meaning Section 9.13(e) specifies.

“Tax Dispute Notice” has the meaning Section 9.13(a) specifies.

“Tax Indemnified Party” has the meaning Section 9.13(e) specifies.

“Tax Indemnifying Party” has the meaning Section 9.13(e) specifies.

“Tax Losses” has the meaning Section 9.13(c) specifies.

“Taxing Authority” means any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax.

“Tax Returns” has the meaning Section 9.13(a) specifies.

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“Termination Event” means, with respect to any TARGET Benefit Plan, (i) any Reportable Event with respect to that plan which is likely to result in the termination of that plan, (ii) the termination of, or the filing of a notice of intent to terminate, that plan or the treatment of any amendment to that plan as a termination under Section 4041(c) of ERISA or (iii) the institution of proceedings to terminate, or the appointment of a trustee to administer, that plan under Section 4042 of ERISA.

“Termination Fee” means $8,000,000.

“Third Party Claim” has the meaning Section 10.5(a) specifies.

“Third Party Payor” includes any entity charged with paying claims or reimbursing the TARGET or any of its Subsidiaries or Franchisees, the Agencies, branch offices, provider, and/or the Business for home health care or hospice services, as appropriate, provided to Government Program or Private Program patients, including but not limited to Government Program fiscal intermediaries and carriers or DMERCs and Private Program health insurance administrators or third party administrators.

“TLC Retained Assets” has the meaning Section 3.2 specifies.

“Trade Secrets” has the meaning Section 7.18(a) specifies.

“Transaction Documents” means this Agreement and the other written agreements, documents, instruments and certificates executed under or in connection with this Agreement.

“Transaction Expenses” means (i) any and all legal and other expenses incurred by Holdco, the TARGET or any Subsidiary thereof in connection with the purchase and sale of the Purchased Shares, and (ii) any amounts required to be paid by the Holdco, the TARGET or any Subsidiary thereof to obtain the consent, waiver or other approval of any third party necessary to consummate the purchase and sale of the Purchased Shares, subject to the terms of this Agreement, as set forth on Schedule 1.1.4.

“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes” has the meaning Section 9.6 specifies.

“Warrants” means the Term D Warrants listed on Exhibit A.

“Warrantholder” means the holder of one or more Warrants.

“W/C Release Amount” has the meaning Section 3.1(f)(ii)(x) specifies.

“Working Capital” shall mean the consolidated working capital of the TARGET and its Subsidiaries computed in accordance with GAAP and consistent with the TARGET’s past practices and the methodology set forth on Schedule 1.1.5, subject to the following adjustments: (i) no Change of Control Payments will be included in the computation thereof; (ii) Cash shall be excluded from the computation thereof; (iii) Repaid Indebtedness shall be excluded from the computation thereof; and (iv) Transaction Expenses shall be excluded from the computation thereof.

Section 1.2 Other Defined Terms

Words and terms this Agreement uses which other Sections of this Agreement define are used in this Agreement as those other Sections define them.

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Section 1.3 Other Definitional Provisions

(a) Except as this Agreement otherwise specifies, all references herein to any Law or any Legal Requirement defined or referred to herein, including the Code, CERCLA, ERISA, HIPAA and RCRA, are references to that Law or Legal Requirement or any successor Law or Legal Requirement, as the same may have been amended or supplemented from time to time through the Closing Date, and any rules or regulations promulgated thereunder.

(b) This Agreement uses the words “herein,” “hereof” and “hereunder” and words of similar import to refer to this Agreement as a whole and not to any particular provision of this Agreement, and the words “Article,” “Section,” “Preamble,” “Schedule” and “Exhibit” refer to Articles and Sections of, the Preamble, Schedules and Exhibits to, this Agreement unless it otherwise specifies.

(c) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(d) The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

(e) The term “business day” means any day other than a day on which commercial banks are authorized or required to close in New York and Louisiana.

(f) The phrase “to the knowledge of the Sellers” or phrases with similar wording, when used in this Agreement to qualify any representation or warranty Article VI, VII or VIII contains, means the actual knowledge of each Person identified on Schedule 1.3(f) on the applicable date after reasonable inquiry and investigation based on the books, records, files or other documents or information in the possession of or reasonably available to such Person on or prior to such date.

(g) The language this Agreement uses will be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

(h) All references to dollars in this Agreement shall mean U.S. dollars.

Section 1.4 Captions

This Agreement includes captions to Articles, Sections and subsections of, and Schedules and Exhibits to, this Agreement for convenience of reference only, and these captions do not constitute a part of this Agreement or any other Transaction Document for any other purpose or in any way affect the meaning or construction of any provision of this Agreement or any other Transaction Document.

ARTICLE II.

PURCHASE AND SALE OF PURCHASED SHARES

Section 2.1 Purchase and Sale of the Purchased Shares at the Closing

(a) In accordance with, and subject to, the provisions of this Agreement, at the Closing the Buyer Company shall purchase from each TARGET Minority Securityholder, and each TARGET Minority Securityholder shall transfer, convey, assign, and deliver to the Buyer Company (or to Holdco at the Buyer Company’s election), all of such TARGET Minority Securityholder’s right, title and interest in and to the TARGET Shares owned by such TARGET Minority Securityholder as set forth on Exhibit A free and clear of any Liens, warrants, options, calls, commitments, proxies and voting agreements and

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with no restriction on the voting rights, if any, and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. The TARGET Shares purchased pursuant to this Section 2.1(a), together with the TARGET Shares owned by Holdco, shall constitute 100% of the equity interest in the TARGET as of the Closing Date.

(b) In accordance with, and subject to, the provisions of this Agreement, at the Closing the Buyer Company shall purchase from each Holdco Securityholder, and each Holdco Securityholder shall transfer, convey, assign, and deliver to the Buyer Company, all of such Holdco Securityholder’s right, title and interest in and to the Holdco Shares owned by such Holdco Securityholder as set forth on Exhibit A1 free and clear of any Liens, warrants, options, calls, commitments, proxies and voting agreements and with no restriction on the voting rights, if any, and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. The Holdco Shares purchased pursuant to this Section 2.1(b) shall constitute 100% of the equity interest in Holdco as of the Closing Date.

Section 2.2 Cancellation of Options and Warrants

Holdco and the Sellers shall cause the TARGET to cancel all Warrants and Options as of Closing.

Section 2.3 Payment of Senior Management Promissory Note

At Closing, the Key Executives shall repay and satisfy in full the Key Executive Promissory Notes.

ARTICLE III.

PURCHASE PRICE; PAYMENT; ADJUSTMENT

Section 3.1 Purchase Price; Payment; Adjustment

(a) Purchase Price.

(i) The Parties agree that the aggregate purchase price to be paid by the Buyer Company to the Sellers’ Representative for the account of the Sellers for all the Purchased Shares, and for the cancellation of all Options and Warrants, shall be $395,000,000 (the “Purchase Price”) subject to adjustment pursuant to the provisions of Section 3.1(b).

(ii) The Parties acknowledge and agree that the TARGET, simultaneously with purchase and sale of the Purchased Shares, shall pay the Change of Control Payments due and owing to Senior Management resulting from the purchase of the Purchased Shares, less applicable withholding Taxes or other amounts required to be withheld by Law. If any Change of Control Payments or similar payments due and owing to the Senior Management resulting from the purchase of the Purchased Shares are not satisfied by the TARGET simultaneously with the Closing as set forth herein and included in the Change of Control Payment Amount, the Sellers, jointly and severally, shall make payment thereof and shall defend and indemnify the TARGET and its Subsidiaries and their Affiliates from all claims and liabilities resulting from payment thereof. The obligation of the Sellers pursuant to this Section 3.1(a)(iii) shall not be subject to the Deductible or be included in the Damages subject to the Cap.

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(b) Initial Payment Amount; Final Purchase Price. The aggregate amount to be paid by the Buyer Company to the Sellers’ Representative for the account of the Sellers and non-Seller Warrantholders and non-Seller Optionholders on the Closing Date shall equal:

(i) (A) $395,000,000, plus

(B) Estimated Cash, plus

(C) the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital, less

(D) the amount, if any, by which the Estimated Working Capital is less than the Target Working Capital, less

(ii) the Escrow Amount; less

(iii) the Retained Assets Escrow Amount; less

(iv) the Repaid Indebtedness; less

(v) the Change of Control Payment Amount; less

(vi) the Estimated Transaction Expenses.

(such resulting amount, the “Initial Payment Amount”). The final aggregate amount to be paid by the Buyer Company to the Sellers’ Representative hereunder, for the account of the Sellers, (i.e., the Initial Payment Amount plus or minus the aggregate of any payments pursuant to Sections 3.1(d) and 3.1(e) plus the Escrow Consideration) shall be the “Final Purchase Price”.

(c) Payments at Closing; Cancellation of Options and Warrants.

(i) At the Closing, the Buyer Company shall pay to the Sellers’ Representative for the account of each Seller and non-Seller Optionholder and non-Seller Warrantholder, by wire transfer of immediately available United States funds to the bank account designated by the Sellers’ Representative, an amount equal to each Seller’s Pro Rata Share of the Initial Payment Amount; provided, however, the amount payable to each Optionholder and Warrantholder shall be reduced by (x) the product of the applicable exercise price(s) for the related Options and Warrants times the number of TARGET Shares subject to such Options and Warrants, as the case may be, and (y) applicable withholding Taxes or other amounts required to be withheld by Law, and the Buyer Company shall deliver all such amounts computed pursuant to clauses (x) and (y) to the TARGET at the Closing and the Buyer Company shall cause the TARGET to make timely payment of the amounts in clause (y) as required by applicable Law, all as set forth on Exhibit B.

(ii) At the Closing, all Options and Warrants, whether or not then exercisable, shall be (or, if not previously exercisable, shall become) exercisable and such Options and Warrants shall be cancelled by the TARGET at the Closing and each Optionholder and Warrantholder shall be entitled to receive, in consideration of such cancellation, the respective amount delivered in accordance with Section 3.1(c)(i).

(d) Delivery of Estimated Closing Statement and Proposed Closing Statement.

(i) No less than five (5) business days prior to the Closing Date, the Sellers’ Representative shall, or shall cause TARGET to, deliver to the Buyer Company (A) an estimated consolidated balance sheet of the TARGET and its Subsidiaries as of the opening of business on the Closing Date (the “Estimated Closing Balance Sheet”) and (B) a statement (the “Estimated Closing Statement”) setting forth (each, without duplication) (x) a good faith estimate of the Working Capital as

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of the opening of business on the Closing Date (the “Estimated Working Capital”) and Cash as of the opening of business on the Closing Date (the “Estimated Cash”) and (y) the Repaid Indebtedness of the TARGET and its Subsidiaries as of the opening of business on the Closing Date and the Transaction Expenses as of the opening of business on the Closing Date.

(ii) As promptly as practicable, but no later than sixty (60) days after the Closing, the Buyer Company shall deliver to the Sellers’ Representative, on behalf of the Sellers, a statement setting forth a good faith determination (each without duplication) of the Working Capital as of the opening of business on the Closing Date and Cash as of the opening of business on the Closing Date (the “Proposed Closing Statement”). The Buyer Company shall and shall cause the TARGET and its Subsidiaries and its and their respective Representatives to assist the Sellers’ Representative and its Representatives in its review of the Proposed Closing Statement and shall provide the Sellers’ Representative and its Representatives access at reasonable times to the personnel, properties, books and records of the TARGET and its Subsidiaries for such purpose and for the other purposes set forth in this Section 3.1, in each case, without cost to the Sellers.

(iii) Unless otherwise provided for herein or agreed upon by the Buyer Company and the Sellers’ Representative, the Estimated Closing Balance Sheet, the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures (the “Accounting Policies”) used in preparing the Latest Balance Sheet, except that in calculating current assets and current liabilities, no effect shall be given to (x) the Transactions, or the financing thereof or (y) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions.

(iv) In the event the Sellers’ Representative disputes any aspect of the Proposed Closing Statement, the Sellers’ Representative shall notify the Buyer Company in writing of its objections within fifteen (15) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ Representative’s objections (a “Notice of Disagreement”).

(v) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, the Buyer Company and the Sellers’ Representative shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, the Buyer Company and the Sellers’ Representative shall each have access to the other Party’s working papers, trial balances and similar materials prepared in connection with the other Party’s preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be.

(vi) If, at the end of such fifteen (15) day period specified in Section 3.1(d)(v), the Buyer Company and the Sellers’ Representative have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, the Buyer Company and the Sellers’ Representative shall submit to Ernst & Young LLP (the “Accounting Firm”) for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (u) in writing, shall be within the range of the amount contested by the Sellers’ Representative and the Buyer Company and signed by the Accounting Firm, (v) furnished to the Buyer Company and the Sellers’ Representative as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than thirty (30) days after such referral, (w) made in accordance with this Agreement and (x) conclusive and binding upon the Parties on the date of delivery of such written resolution. The Buyer Company and the Sellers’ Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the

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Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 3.1(d)(vi) is referred to as the “Dispute Resolution Procedure”.

(vii) The Proposed Closing Statement shall become the “Final Closing Statement” (x) on the sixteenth (16^th) day following the receipt of the Proposed Closing Statement by Sellers’ Representative if a Notice of Disagreement has not been delivered to the Buyer Company by the Sellers’ Representative, (y) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.1(d)(v) or Section 3.1(d)(vi), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (z) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.1(d)(vi). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.

(viii) The Buyer Company, the Sellers’ Representative and the Sellers shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers’ Representative’s position, on the one hand, and the Buyer Company’s position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. The Sellers’ share of the fees and expenses of the Accounting Firm shall be satisfied exclusively from the Escrow Fund and the Deductible shall not be applicable thereto.

(e) Payment of Purchase Price Adjustments.

(i) Working Capital. If the Working Capital set forth in the Final Closing Statement (the “Actual Working Capital”) is greater than the Estimated Working Capital, the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), such excess, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Working Capital is greater than the Actual Working Capital, such excess shall be distributed by the Escrow Agent from the Escrow Fund to the Buyer Company within five (5) business days of the Final Distribution Date. In no event shall the adjustments pursuant to this Section 3.1(e)(i) result in the Sellers receiving net payments for Working Capital if the Actual Working Capital is equal to or less than the Target Working Capital.

(ii) Cash. If the Cash set forth in the Final Closing Statement (the “Actual Cash”) is greater than the Estimated Cash, the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), the amount, if any, by which the Actual Cash amount is greater than the Estimated Cash amount, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Cash is greater than the Actual Cash, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount, if any, by which the Estimated Cash is greater than the Actual Cash.

(iii) Indebtedness. If the Indebtedness set forth in the Final Closing Statement (the “Actual Indebtedness”) is less than the Repaid Indebtedness, the Buyer Company shall pay to the Sellers’

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Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), such difference, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Repaid Indebtedness is less than the Actual Indebtedness, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount of such difference.

(iv) Transaction Expenses. If the Transaction Expenses set forth in the Final Closing Statement (the “Actual Transaction Expenses”) are less than the Transaction Expenses deducted from the Purchase Price at Closing pursuant to Section 3.1(b)(vi) (“Estimated Transaction Expenses”), the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (adjusted pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), the amount of such difference, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Transaction Expenses are less than the Actual Transaction Expenses, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount of such difference.

(v) Setoff. Any amounts owing and payable between two Parties pursuant to any of the above Sections 3.1(e), (ii), (iii) and (iv) shall be set-off against any other amount or amounts owing and payable between such Parties pursuant to such sections, such that only a net amount shall be paid.

(f) Escrow Amount.

(i) At the Closing, the Buyer Company shall deposit with HSBC (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon (such amounts, if any, “Escrow Consideration”) to constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative.

(ii)(x) The Escrow Fund shall be used to satisfy any amounts owed to the Buyer Company and its Affiliates from the Sellers pursuant to this Agreement, including Working Capital adjustments pursuant to Section 3.1(e)(i) and indemnification amounts owed hereunder. In the event an amount determined pursuant to Section 3.1(e)(i) for Working Capital is owing to the Buyer Company (such amount, the “W/C Release Amount”), the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute the W/C Release Amount to the Buyer Company. To the extent the W/C Release Amount distributed to the Buyer Company pursuant to the preceding sentence is less than $3,000,000, the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute an amount equal to the difference thereof to the Sellers’ Representative for the account of the Sellers, in accordance with their respective Pro Rata Shares (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount of the amounts withheld in accordance with Section 3.1(c)(i)(y). The Buyer Company and the Sellers’ Representative shall provide such joint instructions timely so that distributions can be made by the Escrow Agent within the time period required by Section 3.1(e)(i). The remaining portion of the Escrow Fund shall be used to satisfy any other amounts owed to the Buyer Company and its Affiliates from the Sellers pursuant to this Agreement.

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(y) The portion of the Escrow Fund that is not used to satisfy any other amounts owing to the Buyer Company and its Affiliates from the Sellers under this Agreement, including indemnification amounts, or not subject to any claims hereunder, shall be released to the Sellers’ Representative on the date that is the first anniversary of the Closing Date; provided that if there are any claims hereunder that are pending on such date, the applicable portion of the Escrow Fund that is subject to any such claims shall not be released to the Sellers’ Representative until such applicable claims are finally resolved and satisfied. Upon the final release of all the Escrow Fund, the Escrow Agreement shall terminate. All funds so released from the Escrow Fund to the Sellers’ Representative shall include any Escrow Consideration and shall be distributed by the Escrow Agent to the Sellers’ Representative for the account of the Sellers in accordance with their respective Pro Rata Shares (adjusted pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount withheld in accordance with Section 3.1(c)(i)(y).

(iii) The Sellers acknowledge and agree that none of the Escrow Fund may be used to reimburse the Sellers’ Representative for the services contemplated by this Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any Lien, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement.

(iv) For the avoidance of doubt, notwithstanding any other provision of this Agreement or the Escrow Agreement to the contrary, in no event shall Buyer Company and its Affiliates (or any other Buyer Indemnitees) be entitled to receive, in the aggregate, more than the Escrow Amount out of the Escrow Fund.

Section 3.2 Retained Assets

(a) The Parties shall negotiate in good faith and use commercially reasonable efforts to agree upon alternative structures for the Transactions to facilitate prompt Closing in consultation with all relevant Governmental Authorities. In the jurisdiction of Rhode Island, subject to applicable regulatory requirements, the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiary’s) operations in Rhode Island and obtain subsequent Governmental Approval. In the jurisdictions of West Virginia and the District of Columbia, subject to applicable regulatory requirements, the TARGET will spin off all or a percentage of TARGET’s (or its Subsidiaries’) Agencies and related assets in West Virginia and the District of Columbia prior to the Closing, and transfer such Agencies and related assets to the Buyer Company (or one of its Affiliates) subsequent to the Closing once all necessary Governmental Approvals are obtained. In the jurisdiction of New York, subject to applicable regulatory requirements (including without limitation the availability of the alternative procedure to permit Closing prior to obtaining regulatory approval and assurances as to related licenses), the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiaries’) operations in New York and obtain subsequent Governmental Approval. Any Agencies and related assets transfers or spinoffs pursuant to this Section 3.2(a) shall be referred to as the “Restructuring.” Any Agencies and related assets in West Virginia and the District of Columbia not included in the Closing in accordance with this Section 3.2(a) shall be referred to as “TLC Retained Assets.”

(b) With respect to the TLC Retained Assets, subject to and in accordance with all applicable regulatory requirements, the Buyer Company (or one of its Affiliates) shall provide all necessary support services for the related Agencies currently provided by the TARGET, including regulatory compliance, IT, clinical care support services, training and back office support, pursuant to an agreement between the Buyer Company and Sellers’ Representative to be executed as of the Closing (the “Shared Services Agreement”) in a form agreed to by the Parties, consistent with all applicable regulatory requirements. The Buyer Company shall be paid a fair market value services fee to be mutually agreed upon by the Parties and to be set forth in the Shared Services Agreement. The Sellers shall cause the TLC Retained Assets to be free of debt and to retain all cash and shall not direct the distribution of cash or earnings from

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the TLC Retained Assets outside the ordinary course of business, all as more specifically mutually agreed upon in the Shared Services Agreement and other Transaction Documents.

(c) The Parties agree that the aggregate allocation of the Purchase Price for each of TLC Retained Assets shall be as set forth on Schedule 3.2(c) (collectively, the “Retained Assets Value Amount”). At the Closing, the Buyer Company shall deposit with HSBC (the “Retained Assets Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Retained Assets Value Amount, such amount to constitute an escrow fund (the “Retained Assets Escrow Fund”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit E (the “Retained Assets Escrow Agreement”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative. Allocable portions of the Retained Assets Escrow Fund, as set forth on Schedule 3.2(c), shall be released to the Sellers’ Representative for the account of the Sellers in accordance with their respective Pro Rata Shares, at subsequent closings to be held promptly upon the Buyer Company obtaining regulatory approvals in West Virginia and District of Columbia, respectively, at which closings the related TLC Retained Assets will be sold to the Buyer Company in consideration of such allocable portions.

(d) In the event the Buyer Company does not obtain the required regulatory approvals necessary for the Transactions to be consummated with respect to the Agencies and related assets of the Subsidiaries in West Virginia or District of Columbia by February 28, 2010, or such later date as the Parties shall agree, or receives disapproval prior to such time (the Agencies and related assets for which regulatory approvals were not obtained or were subject to disapproval are referred to as “Assets to be Divested”), the Buyer Company and the Sellers shall cooperate to divest the Assets to be Divested. The Sellers shall appoint the Buyer Company as their exclusive agent to be responsible for marketing the Assets to be Divested to potential buyers. The proceeds of the sale of the Assets to be Divested (“Divested Asset Proceeds”) shall be divided accordance with the formula set forth on Schedule 3.2(d) and the Retained Assets Escrow Fund allocable to the Assets to be Divested shall be released to Buyer Company.

(e) The obligations of the Parties pursuant to this Section 3.2 shall survive the Closing until the completion of the transactions contemplated thereby notwithstanding any other provision in this Agreement to the contrary.

Section 3.3 Total Consideration

The payments to be made pursuant to Section 3.1 shall constitute all of the consideration to be paid by the Buyer Company in connection with the purchase of the Purchased Shares and cancellation of the Options and Warrants as contemplated by this Agreement. The Sellers hereby acknowledge that the consideration stated herein is adequate for the transfer of the Purchased Shares and cancellation of the Options and Warrants. The Sellers further agree that they will not raise as a defense to this Agreement the allegation of lack of consideration after the Buyer Company has paid the same.

ARTICLE IV.

THE CLOSING

Section 4.1 Closing

The closing of the purchase and sale of the Purchased Shares contemplated by this Agreement (the “Closing”) shall take place at the offices of Amedisys, Inc., 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana 70816, commencing at 9:00 a.m. local time on March 20, 2008 (or as soon thereafter as practicable), following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the purchase of the Purchased Shares (other than conditions with respect to actions the respective Parties will take at the Closing itself) or on such other date as the Parties may mutually determine (the “Closing Date”).

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Section 4.2 Actions at Closing

Subject to the terms and conditions of this Agreement, at the Closing, (i) the Sellers will deliver to the Buyer Company (A) certificates evidencing all the outstanding Purchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank (the signatures thereon to be guaranteed by a financial institution as the Buyer Company shall reasonably request) and the Options and Warrants marked “Cancelled”; (B) the Registered Notes marked “Paid in Full — Cancelled”; (C) a receipt for the Initial Payment Amount; (D) the deliveries listed in Section 4.3(a), and (ii) the Buyer Company will (A) deliver to the Sellers’ Representative, for the account of the Sellers and the non-Seller Optionholders and non-Seller Warrantholders the Initial Payment Amount (reduced pursuant to Section 3.1(c)(i)(x) and (y)) by wire transfer in immediately available funds to a bank account as directed by the Sellers’ Representative as set forth on Exhibit B; (B) deliver to the TARGET the amounts determined pursuant to Section 3.1(c)(i)(x) and (y); (C) deliver to the Escrow Agent, the Escrow Amount; (D) deliver to the Retained Assets Escrow Agent, the Retained Escrow Value Amount; (E) deliver the deliveries listed in Section 4.3(b), and (F) cause the TARGET, simultaneously with purchase and sale of the Purchased Shares, to pay the Change of Control Payments due and owing to Senior Management resulting from the purchase of the Purchased Shares, less applicable withholding Taxes or other amounts required to be withheld by Law.

Section 4.3 Deliveries at Closing

At the Closing:

(a) The Sellers will deliver or cause to be delivered to the Buyer Company, together with funds sufficient to pay all Transfer Taxes for which the Sellers are responsible pursuant to Section 9.6 as necessary for the transfer, filing or recording thereof, as applicable:

(i) A certificate signed by the Sellers’ Representative on behalf of the Sellers and a duly authorized officer of the TARGET in the form of Schedule 4.3(a)(i), dated the Closing Date, expressly certifying that the conditions set forth in Section 11.1(a) have been satisfied;

(ii) A certificate of the Secretary of Holdco, the TARGET and each of its Subsidiaries, dated the Closing Date, attaching and certifying the Charter Documents of the TARGET and each of its Subsidiaries and the resolutions of the Boards of Directors of Holdco and the TARGET approving the Transactions and waiving the matters described in clause (iv), and, in the case of the TARGET, terminating the Option Plan as of the Closing and authorizing the cancellation as of the Closing of the Options and Warrants.

(iii) A Certificate of Existence/Good Standing and tax clearance certificate for the appropriate state tax authority to the extent applicable in regard to Holdco, the TARGET and each of its Subsidiaries and Franchisees issued by the Secretary of State of its state of incorporation/organization, as appropriate (dated no more than fifteen (15) days prior to the Closing Date);

(iv) A unanimous written consent of the holders of the Purchased Shares approving the sale of the Purchased Shares pursuant to this Agreement, and waiving any restrictions, options or rights to purchase, or limitations in the certificate of incorporation, bylaws or other agreements of Holdco, the TARGET and holders of the Purchased Shares relating to the sale of the Purchased Shares as contemplated by this Agreement;

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(v) The resignations, effective as of the Closing Date, or evidence of removal as of the Closing Date, of all members of the board of directors or the board of managers, as the case may be, of Holdco, the TARGET and its Subsidiaries, except to the extent applicable regulatory provisions may require such members to remain in place in such positions in connection with the Restructuring;

(vi) With respect to each Seller that is an individual, a consent signed by his/her spouse or confirmation signed by his present or former spouse(s) that she/he has no interest in or claim to his/her Purchased Shares, Options or Warrants and the sale proceeds thereof, as the case may be, in form and substance reasonably satisfactory to the Buyer Company;

(vii) A written instrument, executed on behalf of the TARGET by a duly authorized officer, in form and substance reasonably satisfactory to the Buyer Company canceling each outstanding Option and Warrant as of the Closing Date, and a receipt and acknowledgement of cancellation from each non-Seller Optionholder and non-Seller Warrantholder;

(viii) The Escrow Agreement and the Retained Assets Escrow Agreement, duly executed by the Sellers’ Representative, the Escrow Agent, and the Retained Assets Escrow Agent, as the case may be;

(ix) Holdco, the TARGET and each of its Subsidiaries, as applicable, shall have received (and delivered to the Buyer Company) payoff letters (each, a “Payoff Letter”) executed by the lenders identified on Exhibit D (containing obligations to release all Liens of record in connection therewith and to file related UCC-3 termination statements (in form and substance reasonably satisfactory to the Buyer Company) relating to the repayment and satisfaction in full of the Repaid Indebtedness;

(x) An opinion of counsel for Holdco, the TARGET, its Subsidiaries and the Sellers who are not individuals opining as to the matters set forth on Exhibit G, and such other opinion of counsel that Buyer Company may reasonably request as to the matters listed on Exhibit G2;

(xi) All consents, authorizations and approvals from Governmental Authorities or other Persons required by Sections 5.2(b), 6.4(a) and 7.4(a) of this Agreement;

(xii) Such releases, instruments of transfer or consents in forms reasonably satisfactory to the Buyer Company, as may be necessary to effect the conveyance, transfer, assignment and delivery of the Purchased Shares, in accordance with the terms of this Agreement;

(xiii) A certificate of non-foreign status, in form and substance reasonably satisfactory to the Buyer Company, executed by each of the Sellers other than the Holdco Security Holders, which complies with Section 1445 of the Code;

(xiv) On behalf of the Holdco Securityholders, a certificate (in a form reasonably satisfactory to the Buyer Company) duly executed by an officer of Holdco to the effect that Holdco is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code;

(xv) An IRS Form W-9 properly completed by each Seller other than the Holdco Securityholders establishing an exemption from backup withholding;

(xvi) For each Holdco Securityholder, (u) a properly completed IRS Form W-8BEN and an executed affidavit by each Holdco Securityholder in the form of Schedule 4.3(a)(xvi) attached hereto and (v) a certificate of its Secretary attaching and certifying the resolutions of its governing board and certifying the title, incumbency and signature of each officer executing any documents on its behalf; and

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(xvii) All documentation required to change authorizations for the accounts identified on Schedule 7.30 to the individuals designated by the Buyer Company.

(b) The Buyer Company will deliver to the Sellers, the Sellers’ Representative or the Escrow Agent, as the case may be:

(i) The Initial Payment Amount in accordance with Section 3.1(b)(iii) reduced by the amounts determined pursuant to Section 3.1(c)(i)(x) and (y);

(ii) A certificate in the form of Schedule 4.3(b)(ii), dated as of the Closing Date and signed by the manager of the Buyer Company, expressly certifying that the conditions in Section 11.2(a) have been satisfied and to which is attached the resolutions of the Buyer Company approving the Transactions;

(iii) A Certificate of Existence/Good Standing in regards to the Buyer Company issued by the Secretary of State of its state of organization (dated no more than fifteen (15) days prior to the Closing Date);

(iv) To the Sellers’ Representative, the Escrow Agreement and the Retained Assets Escrow Agreement, each duly executed by the Buyer Company;

(v) To the TARGET, the amounts determined pursuant to Section 3.1(c)(i)(x) and (y);

(vi) To the TARGET, the Change of Control Payment Amount;

(vii) To the Escrow Agent, the Escrow Amount; and

(viii) To the Retained Assets Escrow Agent, the Retained Assets Escrow Agreement.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE BUYER COMPANY

As a material inducement to the Sellers to enter into this Agreement and for the Sellers to sell the Purchased Shares to the Buyer Company and/or agree to the cancellation of the Options and the Warrants, as the case may be, the Buyer Company hereby represents and warrants to the Sellers that as of the Effective Date:

Section 5.1 Organization; Corporate Power and Authorization

The Buyer Company is duly organized, validly existing and in good standing under the laws of the State of Louisiana. The Buyer Company has the requisite limited liability company power and authority necessary to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party. The Buyer Company has duly authorized the execution, delivery and performance by the Buyer Company of the Transaction Documents.

Section 5.2 Binding Effect and Noncontravention

(a) Each Transaction Document to which the Buyer Company is a party constitutes a legal valid and binding obligation of the Buyer Company and is enforceable against the Buyer Company in

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accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b) The execution, delivery and performance by the Buyer Company of each of the Transaction Documents to which it is a party do not and shall not: (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under or result in a violation of or (iii) except as set forth on Schedule 5.2(b), require any authorization, consent, approval, exemption, filing or other action by or declaration or notice to any third Person or Governmental Authority pursuant to: (A) the Charter Documents of the Buyer Company, (B) any agreement, instrument, or other document to which the Buyer Company is a party or (C) any constitution, statute, regulation, rule, injunction, judgment, order, Legal Requirement or other restriction of any Governmental Authority, to which the Buyer Company or any of its assets are subject.

Section 5.3 Brokerage

The Buyer Company has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Sellers could become liable or obligated.

Section 5.4 Financing

The Buyer Company is a newly formed limited liability company which has conducted no business other than in connection with the Transactions. Schedule 5.4 contains true, complete and correct copies of executed commitment letters to provide the Buyer Parent bank financing for the Transactions in the aggregate amount of $500,000,000 (the “Financing Documents”). The Financing Documents are in full force and effect and have not been amended or modified. Neither the Buyer Parent nor the Buyer Company has any knowledge that any of the conditions set forth in the Financing Documents will not be satisfied. The financing contemplated by the Financing Documents constitutes all of the financing which will be required to be provided to the Buyer Company for consummation of the Transactions and payment of the fees and expenses incurred by the Buyer Company in connection therewith. Subject only to receipt of the financing contemplated by the Financing Documents, the Buyer Company will have available at the Closing funds sufficient to pay the Purchase Price and the fees and expenses of the Buyer Company related to the Transactions. Neither the Buyer Parent nor the Buyer Company knows of any circumstance or condition that is expected to prevent the availability at Closing of such financing.

Section 5.5 No Litigation

There is no Litigation pending or, to its knowledge, threatened against the Buyer Company, its properties or businesses, which is reasonably expected to have a material adverse effect on the Buyer Company or restrict the ability of the Buyer Company to consummate the Transactions and otherwise perform hereunder.

Section 5.6 Investment Intent

The Buyer Company is an “accredited investor” as defined in the Securities Act and possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment hereunder. The Purchased Shares are being acquired by the Buyer Company in a private transaction for its own account and not with a view to, or for offer or resale in connection with, any distribution within the meaning of Section 2(11) of the Securities Act. The Buyer Company hereby acknowledges that the Purchased Shares are unregistered and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Buyer Company acknowledges and agrees that it will not make any disposition of the

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Purchased Shares which will or may involve Holdco, the TARGET or the Sellers in a violation of the Securities Act, the Securities Exchange Act or of any state securities laws.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES REGARDING SELLERS

Each Seller represents and warrants to the Buyer Company, solely with respect to such Seller, that the statements contained in this Article VI are correct and complete as of the Effective Date, except as set forth in the Schedules identified in this Article VI (all of the Schedules identified in this Agreement, collectively the “Disclosure Schedule”). The numbering of the Disclosure Schedule corresponds to the numbered Sections in this Agreement.

Section 6.1 Ownership

(a) Such Seller is the lawful record and beneficial owner of the Purchased Shares set forth opposite such Seller’s name on Exhibit A and has good and marketable title to such Purchased Shares, free and clear of any Liens (other than for Liens which will be released prior to the Closing), warrants, options, calls, commitments, proxies and voting agreements, and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. Such Seller is not the subject of any bankruptcy, reorganization or similar proceeding.

(b) Such Seller is the lawful record and beneficial owner of the Options and/or Warrants set forth opposite each Seller’s name on Exhibit A. Such Seller consents to the cancellation of such Options and Warrants in accordance with the terms of this Agreement. Such Seller is not the subject of any bankruptcy, reorganization or similar proceeding.

Section 6.2 Organization, Standing, Qualification and Power

Such Seller, to the extent not an individual, is duly organized, validly existing and in good standing under the laws of the state or country of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as presently conducted and to own the Purchased Shares, Registered Notes, Options and/or Warrants, as the case may be, set forth opposite such Seller’s name on Exhibit A.

Section 6.3 Authority; Execution and Delivery; Enforceability

Such Seller has all power and authority to execute this Agreement and the Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. The execution and delivery by such Seller of this Agreement and the Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on the part of such Seller. Such Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each Transaction Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

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Section 6.4 No Conflicts; Consents

(a) As of the Effective Date, no consent, approval, license, permit, order, qualification or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any other Person is required for or in connection with the execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party, and the consummation by such Seller of the Transactions, other than (i) those set forth on Schedule 6.4(a), (ii) those the failure of which to obtain or make, individually or in the aggregate, would not materially impair the ability of such Seller to perform its obligations under this Agreement and (iii) those that may be required solely by reason of the Buyer Company’s (as opposed to any other third party’s) participation in the Transactions.

(b) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by such Seller and the effectuation of the transactions this Agreement and those Transaction Documents contemplate do not and will not (i) violate, breach or constitute a default under (A) the Charter Documents of such Seller, (B) any Legal Requirement applicable to such Seller, subject to obtaining all necessary consents and approvals set forth in Schedule 6.4(a), or (C) except as set forth on Schedule 6.4(a), any Material Contract of such Seller, except in the case of (B) or (C) as would not Materially impair the ability of such Seller to perform its obligations under this Agreement, or (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any of Purchased Shares.

(c) Except as Schedule 6.4(a) lists, no Legal Requirement requires such Seller to obtain any Governmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

(d) Except as Schedule 6.4(a) sets forth, no Material Contractual Commitment or other Material agreement or Material arrangement to which such Seller is a party or is bound or to which any of its properties or other assets are subject, requires such Seller to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

Section 6.5 Litigation

There (a) are no outstanding judgments against any Seller, (b) are no Proceedings pending or, to the knowledge of such Seller, threatened against such Seller, and (c) is no Litigation by any Governmental Authority that is pending or, to the knowledge of such Seller, threatened against such Seller, other than in the case of (a), (b), or (c) that would not prevent or materially impair such Seller’s ability to consummate the Transactions.

Section 6.6 Brokerage

Except as set forth on Schedule 6.6, the Sellers have no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Buyer Company could become liable or obligated.

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ARTICLE VII.

GENERAL REPRESENTATIONS AND WARRANTIES REGARDING HOLDCO, TARGET

AND ITS SUBSIDIARIES

Holdco, the TARGET and the Sellers jointly and severally represent and warrant to the Buyer Company that the statements contained in this Article VII are correct and complete as of the Effective Date or such earlier date, if any specifically provided for herein, except as set forth in the Disclosure Schedule.

Section 7.1 Capitalization and Constituent Documents

(a) The authorized capital stock of the TARGET consists of 1,000,000 TARGET Shares. As of the Effective Date, 103,084 TARGET Shares, 12,830.89 Options and 2,366 Warrants are issued and outstanding. 101,166 of the issued and outstanding TARGET Shares are held by Holdco. As of the Closing Date, 103,084 TARGET Shares, 12,830.89 Options and 2,366 Warrants will be issued and outstanding (with all of the Options and Warrants to be cancelled at the Closing as provided herein). As of the Closing Date, all of the issued and outstanding TARGET Shares are voting shares. All issued and outstanding TARGET Shares have been duly authorized and validly issued and are fully paid and are nonassessable. The Charter Documents of the TARGET provide for no preemptive rights. Each Option and Warrant entitles the holder thereof to receive one TARGET Share upon the valid exercise thereof. Except for this Agreement, the other Transaction Documents and, as of the Effective Date, the Options and Warrants (which Options and Warrants shall, in accordance with the terms hereof, be cancelled at the Closing), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other Derivative Securities or other contracts or commitments that could require the TARGET to issue, sell or otherwise cause to become outstanding any of its TARGET Shares or other Capital Stock. There are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to the TARGET. True and complete copies of all stock, minute books and records of the TARGET have been furnished by the Sellers for inspection by the Buyer Company. Such stock records accurately reflect all transactions and the current ownership of the TARGET. The minute books and records of the TARGET contain true and complete copies of all resolutions adopted by the stockholders and the board of directors of the TARGET, and any other action formally taken by the TARGET.

(b) The authorized capital stock of Holdco consists of 1,000,000 Holdco Shares. As of the Effective Date, 834,600 Holdco Shares are issued and outstanding, of which 16,170 are voting Holdco Shares and 818,430 are nonvoting Holdco Shares. As of the Closing Date, 834,600 Holdco Shares will be issued and outstanding, of which 16,170 are voting Holdco Shares and 818,430 are nonvoting Holdco Shares. All issued and outstanding Holdco Shares have been duly authorized and validly issued and are fully paid and are nonassessable. The Charter Documents of Holdco provide for no preemptive rights. Except for this Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other Derivative Securities or other contracts or commitments that could require Holdco to issue, sell or otherwise cause to become outstanding any of the Holdco Shares or other Capital Stock. There are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to Holdco. True and complete copies of all stock, minute books and records of Holdco have been furnished by the Sellers for inspection by the Buyer Company. Such stock records accurately reflect all transactions and the current ownership of Holdco. The minute books and records of Holdco contain true and complete copies of all resolutions adopted by the stockholders and the board of directors of Holdco, and any other action formally taken by Holdco.

(c) Except for the Registered Notes and its ownership of the TARGET Shares and Key Executive Promissory Notes, Holdco has, and previously has had, no assets or operations.

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(d) The capital structure of Holdco providing for a small number of outstanding voting Holdco Shares and a large number of outstanding nonvoting Holdco Shares was not adopted to avoid the obligation to comply with the requirements of the HSR Act. The holders of the voting Holdco shares have not delegated beneficial control, directly or indirectly, of any of the voting rights relative to such Holdco Shares to any holders of the nonvoting Holdco Shares or any of their Affiliates.

Section 7.2 Organization, Qualification and Power

(a) The TARGET is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Schedule 7.2 contains a list of all of the TARGET’s Subsidiaries, the state of formation of each, and the state(s) in which each is qualified to do business. The TARGET owns, directly or indirectly, 100% of the outstanding shares of capital stock, partnership interests or membership interests, as the case may be, of each Subsidiary. Each Subsidiary of the TARGET is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The TARGET and each of its Subsidiaries are qualified and duly authorized to conduct the Business and are in good standing under the laws of each jurisdiction in which the character and location of their respective properties or the nature of their respective businesses require qualification, except where the failure to be so qualified, authorized or in good standing would not, or would not reasonably be expected to, result in a Material Damage to the TARGET or any of its Subsidiaries. The TARGET and each of its Subsidiaries have full legal power and authority to own their respective properties and to carry on that portion of the Business they presently are conducting. None of the TARGET or its Subsidiaries are in default under or in violation of any provision of their respective Charter Documents.

(b) Holdco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Together with the Minority Securityholders, Holdco owns 100% of the outstanding TARGET Shares. Holdco is qualified and duly authorized to conduct the Business and is in good standing under the laws of each jurisdiction in which the character and location of its properties or the nature of its business require qualification.

Section 7.3 Franchisees

Schedule 7.3 sets forth a listing of each Person (each, a “Franchisee” or “Licensee”) with which the TARGET or any of its Subsidiaries has entered into a franchise agreement (each, a “Franchise Agreement” or a “License Agreement”) and the date and the parties to each Franchise Agreement. Each Franchise Agreement is in full force and effect. True, correct and complete copies of all Franchise Agreements have heretofore been made available by the Sellers to the Buyer Company. Except as Schedule 7.3 sets forth, there are no existing or, to the knowledge of the Sellers, asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute material defaults or events of default of the TARGET or any of its Subsidiaries under any Franchise Agreement or, to the knowledge of the Sellers and the TARGET, of any Franchisee. No amendments are pending with respect to any Franchise Agreement. Each Franchise Agreement is the valid and enforceable obligation of the TARGET or its Subsidiaries, as the case may be, and, to the knowledge of the Sellers and the TARGET, the Franchisee party thereto in accordance with its terms, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the TARGET or any of its Subsidiaries waived any rights thereunder, except as Schedule 7.3 sets forth. Except as Schedule 7.3 sets forth or as this Agreement contemplates, the Sellers and the TARGET have no knowledge of any plan or intention of any Franchisee to exercise any right to cancel or terminate any Franchise Agreement.

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Section 7.4 Absence of Conflicts; Required Consents

(a) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by the Sellers and the TARGET and the effectuation of the transactions this Agreement and those other Transaction Documents contemplate do not and will not (i) violate, breach or constitute a default under (A) the Charter Documents of Holdco, TARGET or any of the Subsidiaries, (B) in any Material respect, any Legal Requirement applicable to Holdco, TARGET or any of the Subsidiaries, subject to obtaining all necessary consents and approvals set forth in Schedule 7.4(a), or (C) in any Material respect, except as set forth on Schedule 7.4(a), any Material Contract of the TARGET or any of its Subsidiaries, (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any Purchased Shares, or (iii) except as set forth on Schedule 7.4(a), result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by the TARGET or any of its Subsidiaries and necessary for the ownership or lease or the operation of the Business or Business, as appropriate, including any necessary Governmental Approval under applicable Environmental Laws and Health Care Laws.

(b) Except as set forth on Schedule 7.4(a), no Legal Requirement requires Holdco, the TARGET or any of its Subsidiaries to obtain any Material Governmental Approval, or make any Material filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by the Sellers of the Transaction Documents, the enforcement against the Sellers of their obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

(c) Except as set forth on Schedule 7.4(a), no Material Contractual Commitment or other Material Contract or Material arrangement to which the Sellers, Holdco, the TARGET or any Subsidiary is a party or is bound or to which any of their or its properties or other assets are subject, requires the Sellers, Holdco, the TARGET or any Subsidiary to obtain a consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by the Sellers of the Transaction Documents, the enforcement against the Sellers, Holdco or the TARGET of their or its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

Section 7.5 Charter Documents

The Sellers have caused true, complete and correct copies of the Charter Documents as currently in effect and the minute books or similar corporate or other Entity records of Holdco, the TARGET and each of its Subsidiaries to be made available to the Buyer Company.

Section 7.6 Other Entities

(a) Except as set forth on Schedule 7.6(a), the TARGET does not own (of record or beneficially, directly or indirectly through any Person) or control (directly or indirectly through any Person or otherwise) any Capital Stock or Derivative Securities of any Entity.

(b) Except as set forth on Schedule 7.6(b), the TARGET has not been a Subsidiary or division of another Entity during the past five (5) years.

(c) Except as set forth on Schedule 7.6(c), Holdco does not own (of record or beneficially, directly or indirectly through any Person) or control (directly or indirectly through any Person or otherwise) any Capital Stock or Derivative Securities of any Entity.

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(d) Except as set forth on Schedule 7.6(d), Holdco has not been a Subsidiary or division of another Entity during the past five (5) years.

Section 7.7 Capitalization and Constituent Documents of the Subsidiaries

Schedule 7.7 sets forth, by each class and by each series within each class, the total number of shares of authorized Capital Stock of the TARGET’s Subsidiaries, the total number of such shares, membership interests (general and limited), as the case may be, that have been issued and are now outstanding by each such Subsidiary, and the registered and beneficial owners of all such shares. Except as set forth on Schedule 7.7, no outstanding Derivative Securities exist entitling the holder to acquire any of such Subsidiaries’ Capital Stock. All issued and outstanding membership interests, partnership interests, or shares of capital stock, as the case may be, of each of such Subsidiaries have been duly authorized and validly issued and are fully paid and, for such Subsidiaries that are corporations, are nonassessable, and for such Subsidiaries that are limited liability companies or partnerships, the Charter Documents thereof provide for no right of assessment, and are not subject to preemptive rights. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other Derivative Securities or other contracts or commitments that could require any of such Subsidiaries to issue, sell or otherwise cause to become outstanding any of its Capital Stock. There are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to any of such Subsidiaries. True and complete copies of all stock, partnership and membership interest records of any of such Subsidiaries have been made available by the Sellers for inspection by the Buyer Company. Such stock, partnership and membership interest records accurately reflect all transactions and current ownership of such Subsidiaries. The minute books and records of such Subsidiaries contain true and complete copies of all Material resolutions adopted by the stockholders (or partners or members as the case may be) and the board of directors (or partners or managers as the case may be) of such Subsidiaries, and any other Material action formally taken by such Subsidiaries.

Section 7.8 Transactions in Capital Stock of the TARGET and its Subsidiaries

Except as set forth on Schedule 7.8, (i) none of the TARGET nor any of its Subsidiaries has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire or reacquire any of its Capital Stock or any interests therein or to pay any dividend or make any distribution in respect thereof, and (ii) no transaction has been effected (or contemplated) in connection with the transactions described in this Agreement (other than the transactions contemplated by this Agreement), respecting the equity ownership of Holdco, the TARGET or any of its Subsidiaries.

Section 7.9 No Liens on the TARGET’s and Subsidiaries’ Assets

Each of the TARGET’s and each Subsidiaries’ properties and assets (whether tangible or intangible), other than properties and assets that are leased by the TARGET or its Subsidiaries, are owned by the TARGET or such Subsidiary, as the case may be, free of Liens other than Liens set forth on Schedule 7.9 (each of which will be discharged prior to or simultaneously with the Closing) and Permitted Liens.

Section 7.10 Related Party Agreements

Schedule 7.10 sets forth all Related Party Agreements with respect to Holdco, the TARGET and its Subsidiaries. Except for those Related Party Agreements that Schedule 7.10 specifically refers to as “Retained Related Party Agreements” (the “Retained Related Party Agreements”), each Related Party Agreement will have been terminated, and all Indebtedness owed thereunder by or to Holdco, the TARGET and/or its Affiliates will have been paid in full or otherwise satisfied, prior to the Closing, and no Related Party Agreement then will exist other than the Retained Related Party Agreements, if any.

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Section 7.11 Litigation

Except as set forth on Schedule 7.11, no Litigation is pending or, to the knowledge of the Sellers, threatened, to which Holdco, the TARGET or any of its Subsidiaries is or may become a party.

Section 7.12 Financial Information

The Financial Information (including in each case the related notes) delivered to the Buyer Company by the Sellers (i) present fairly, in all material respects, the consolidated financial position of the TARGET and its Subsidiaries at the date of the balance sheet included therein and the results of operations and statement of stockholders’ equity and cash flows of the TARGET and its Subsidiaries on a consolidated basis, for the respective periods set forth therein and (ii) have been prepared in accordance with GAAP consistently applied by the TARGET (except as otherwise disclosed thereon). Since the date of Latest Balance Sheet, neither the TARGET nor any of its Subsidiaries has incurred liabilities or obligations of any kind (including contingent obligations, tax assessments or unusual forward or long term commitments), or any unrealized or anticipated loss which liabilities, obligations or losses that could reasonably be expected to have a Material Adverse Effect. None of Holdco, the TARGET nor its Subsidiaries has committed any act of bankruptcy, is insolvent, has proposed a compromise or arrangement to the creditors generally, has had any petition for a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken any proceeding with respect to a compromise or arrangement, has taken any proceeding to have itself declared bankrupt or wound-up, has taken any proceeding to have a receiver appointed to any part of its assets, or has had any debtor take possession of any of its property.

Section 7.13 Compliance With Laws

(a)(i) Each of the TARGET and its Subsidiaries possesses all Material certifications and Material licenses and similar Material Governmental Approvals required for the Business conducted by it, and (ii) each of the TARGET and its Subsidiaries and such one or more of its employees is in Material compliance with the Material terms and conditions of all Governmental Approvals necessary for the ownership or lease and operation of its properties and other assets. All such Governmental Approvals are valid and in full force and effect, and none of the TARGET, its Subsidiaries or any such employee has received any written notice from a Governmental Authority of its intention to cancel, terminate, restrict, limit or otherwise qualify or not renew any of those Governmental Approvals.

(b) Except as Schedule 7.13(b) sets forth, the TARGET and its Subsidiaries (i) have been and continue to be in compliance in all Material respects with all Legal Requirements applicable to the Business, as appropriate; and (ii)(A) have not received, nor to the knowledge of the Sellers and the TARGET has any officer, director or employee of the TARGET or the Subsidiaries received, any written notice from any Governmental Authority which asserts any noncompliance with any of those Legal Requirements with respect to the Business which has not been corrected, and (B) to the knowledge of the Sellers and the TARGET, there is no further action, inclusive of any corporate integrity agreement, certificate of compliance agreement, or any mandatory or discretionary exclusion from Federal program participation with respect to the Business, being pursued or threatened by the Office of Inspector General, CMS or the Department of Justice related to any previously filed self-report or settlement, including but not limited to, TARGET’s self-report of compliance problems in Denton, Texas, and/or Miami Lakes, Florida, or otherwise regardless of whether previously self-reported or otherwise disclosed to the Governmental Authority.

(c) Notwithstanding the foregoing, Buyer Company acknowledges and agrees that Sellers’ representations and warranties under this Section 7.13 are not made with respect to any Environmental Law matters, Intellectual Property Assets, Labor Relations, ERISA Employee Benefit Plan, or ERISA

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Pension Plan or other plans or plan assets (including TARGET Pension Plan and TARGET Benefit Plan), Taxes, Tax Returns or Tax related matters, Health Care Laws, HIPAA, Health Care Liability Claims, Health Care License, or any other Legal Requirements related to health care, and that Sellers’ representations and warranties with respect to Environmental Law matters, Intellectual Property Assets, Labor Relations, ERISA Employee Benefit Plan, or ERISA Pension Plan or other plans or plan assets (including TARGET Pension Plan and TARGET Benefit Plan), Taxes, Tax Returns or Tax related matters, Health Care Laws, HIPAA, Health Care Liability Claims, Health Care License, or any other Legal Requirements related to health care, are made only in Sections 7.14, 7.18, 7.23, 7.24, 7.27, and Article VIII respectively, and not in any other Section of this Article VII.

Section 7.14 Certain Environmental Matters

Except as set forth on Schedule 7.14, each of the TARGET and its Subsidiaries is in Material compliance, and for the past three (3) years has been in Material compliance, with the provisions of all Environmental Laws applicable to the Business.

Section 7.15 Liabilities and Obligations

(a) Holdco, the TARGET and its Subsidiaries have no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) other than those reflected on the Latest Balance Sheet, except for (i) current liabilities incurred after the date of the Latest Balance Sheet in the ordinary course of business, (ii) expenses incurred in connection with the Transactions, (iii) obligations under (A) Contractual Commitments set forth on Schedule 7.15(a) and (B) other agreements that are not Material Contracts and were entered into by the TARGET and its Subsidiaries in the ordinary course of business, consistent with past practices, and (iv) the Registered Notes.

(b) Schedule 7.15(b) sets forth a true, correct and complete list of all the Indebtedness of Holdco, the TARGET and its Subsidiaries, the aggregate amount of which, including accrued interest, fees and other charges, if any, as of the Closing Date shall be repaid and satisfied in full at the Closing (the “Repaid Indebtedness”).

(c) Schedule 1.1.4 sets forth a true, correct and complete list of the Transaction Expenses of Holdco, Sellers, the TARGET and its Subsidiaries, which amounts shall be paid and satisfied at the Closing.

Section 7.16 Real Properties

(a) Schedule 7.16(a) lists and correctly describes in all Material respects: (i) all real properties (identified by address) owned by the TARGET and its Subsidiaries and, for each of those properties the type and approximate square footage of each structure located thereon, and (ii) all real properties leased by the TARGET and its Subsidiaries (identified by address), and for each of those properties the name of the lessor, its address, the type and approximate square footage of each structure located thereon that the TARGET or any Subsidiary is leasing.

(b) The Sellers have made available to the Buyer Company true, complete and correct copies of all title reports and insurance policies in the possession of the Sellers, TARGET or its Subsidiaries or any of their Affiliates that relate to the real properties Schedule 7.16(a) lists as being owned or leased. Except as that Schedule sets forth, and except for Permitted Liens, each of the TARGET and its Subsidiaries owns in fee, and has good and valid title to, free and clear of all Liens (other than Permitted Liens), each property that Schedule 7.16(a) lists as being owned by it.

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(c) The Sellers have made available to the Buyer Company true, correct and complete copies of all lease agreements under which all the properties Schedule 7.16(a) lists as being leased are leased.

(d) The fixed assets of the TARGET and its Subsidiaries that are affixed to real property are affixed only to one or more of the real properties Schedule 7.16(a) lists and, except as Schedule 7.16(d) sets forth, are maintained in accordance with prudent practices for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted.

Section 7.17 Other Tangible Assets

(a) Schedule 7.17(a) lists and correctly describes in all Material respects (i) all tangible personal property, including but not limited to furniture, fixtures and equipment, owned by the TARGET and its Subsidiaries that is Material to the TARGET and its Subsidiaries and (ii) all leases, including capital leases, of property, plant, equipment or other tangible assets (other than real property) that are Material to the TARGET and its Subsidiaries. In the case of owned personal property, except as Schedule 7.17(a) sets forth, each of the TARGET and its Subsidiaries has good and valid title to, or holds under a lease that is valid and binding on the TARGET or such Subsidiary for, all its tangible personal properties and assets, in each case free and clear of all Liens, except for Permitted Liens.

(b) Except as Schedule 7.17(b) sets forth, (i) each of the personal property leases described on Schedule 7.17(a) is valid and binding on the TARGET or its applicable Subsidiary and, to the knowledge of the Sellers and the TARGET, lessor and (ii) none of the TARGET nor its Subsidiaries has sublet any of its leased tangible personal property to any other Person.

(c) Except as Schedule 7.19(c) sets forth, all the tangible personal property listed on Schedule 7.19(a) is in good working order and condition in accordance with industry practice, ordinary wear and tear excepted, and adequate in all Material respects for the purposes for which they presently are being used or held for use and (ii), excluding inventory, to maintain the types and levels of products and services that the TARGET and its Subsidiaries presently provide.

Section 7.18 Intellectual Property

(a) Definitions. The term “Intellectual Property Assets” means (i) all fictional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, “Marks”); (ii) all patents, patent applications and inventions and discoveries that may be patentable (collectively, “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, “Copyrights”); (iv) all rights in mask works (collectively, “Rights in Mask Works”); and (v) information, including a formula, pattern, compilation, program, device, method, technique or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (collectively, “Trade Secrets”) owned, used, or licensed by the TARGET or any of its Subsidiaries as licensee or licensor. Schedule 7.18(a) sets forth all fictitious or doing business as names owned or used by the TARGET and its Subsidiaries and each Subsidiary that uses each such name.

(b) Intellectual Property Assets. Schedule 7.18(b) lists registered Marks and applications for Marks, issued patents and patent applications, and registered copyrights of the TARGET and its Subsidiaries.

(c) Agreements. Schedule 7.18(c), sets forth all Material contracts and Material agreements relating to the Intellectual Property Assets to which the TARGET or any of its Subsidiaries is a party or

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by which the TARGET or any of its Subsidiaries is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with an aggregate value of less than $100,000. There are no pending or, to the knowledge of the Sellers and the TARGET, threatened disputes or disagreements with respect to any such contract or agreement.

(d) Trade Secrets. To the knowledge of the Sellers and the TARGET, the TARGET and its Subsidiaries have taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets.

(e) No Infringement. The use by the TARGET and its Subsidiaries of the Intellectual Property Assets does not materially infringe on the intellectual property rights of any other Person and no other Person is materially infringing on the rights of the TARGET and its Subsidiaries in the Intellectual Property Assets.

Section 7.19 Relations With Governments, Etc.

None of the TARGET or any of its Subsidiaries, nor, to the knowledge of the Sellers and the TARGET, anyone acting on its or their behalf, has offered or agreed to offer anything of value to any governmental official, political party or candidate for government office that would constitute an illegal bribe.

Section 7.20 Contractual Commitments

(a) Schedule 7.20 sets forth a complete list (or refers to a list that is set forth in any other Schedule) of each of the following (each a “Contractual Commitment”), to which Holdco, the TARGET or any of its Subsidiaries is a party or by which any of its or their properties or assets are bound and which presently remains executory in whole or in any part:

(i) Each partnership, joint venture, operating, management or cost sharing agreement;

(ii) Each guaranty or suretyship, indemnification or contribution agreement or performance bond;

(iii) Each instrument, agreement or other obligation evidencing or relating to any Indebtedness of Holdco, the TARGET or any of its Subsidiaries;

(iv) Each contract to purchase or sell real property;

(v) Each agreement with sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions this Agreement contemplates) involving total payments within any twelve (12) month period in excess of $100,000 and which do not exceed in the aggregate $250,000, and which is not terminable without penalty and on no more than thirty (30) days’ prior notice;

(vi) Each agreement for the acquisition or provision of services, supplies, goods, equipment, inventory, fixtures or other property or assets involving more than $100,000 in the aggregate;

(vii) Each personal services agreement or any other contract between the TARGET, any of its Subsidiaries or any Franchisee and any physician or physician group (commonly referred to as medical director, medical adviser or physician consultant agreements);

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(viii) Each Related Party Agreement;

(ix) Each contract containing any noncompetition agreement, covenant or undertaking or otherwise purporting to limit or restrict the business activity of the TARGET or any of its Subsidiaries or Affiliates with respect to the Business, as appropriate;

(x) Each agreement providing for the purchase from a supplier of all or substantially all the requirements of the TARGET or any of its Subsidiaries of a particular product or service;

(xi) Each power of attorney that is currently effective and outstanding;

(xii) Each written warranty, guaranty or similar undertaking by the TARGET or any of its Subsidiaries that is Material to the TARGET and its Subsidiaries with respect to its products or services;

(xiii) Each other Material Contract; and

(xiv) Each amendment, supplement or other modification (and, to the knowledge of the Sellers and TARGET, each proposed amendment, supplement or other modification) with respect to any of the foregoing.

There are no oral Contractual Commitments that, if in writing, would be required to be included on Schedule 7.20. True, correct and complete copies of all written Contractual Commitments have heretofore been made available by the Sellers to the Buyer Company. Except as Schedule 7.20 sets forth: (A) there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute Material defaults or Material events of default of the TARGET or any of its Subsidiaries under any Contractual Commitment or, to the knowledge of the Sellers and the TARGET, of any other party thereto; (B) no Material penalties have been incurred that are presently outstanding, nor are amendments pending, with respect to any Contractual Commitment; (C) all Indebtedness set forth on Schedule 7.20 may be prepaid, without penalty or any requirement to pay any prepayment, termination or breakage fee, at any time; and (D) each agreement clause (vi) above describes may be terminated on no more than thirty (30) days’ prior notice, without penalty or any requirement to pay any termination or breakage fee. Each Contractual Commitment listed or required to be listed in Schedule 7.20 to this Agreement is in full force and effect and is the valid and enforceable obligation of the TARGET or its Subsidiaries, as the case may be, and, to the knowledge of the Sellers and the TARGET, the other parties thereto in accordance with its terms, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and, to the knowledge of the Sellers and the TARGET, no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the TARGET or any of its Subsidiaries waived any rights thereunder, except as Schedule 7.20 sets forth.

(b) Except as Schedule 7.20 sets forth or as this Agreement or any other Transaction Document to which the TARGET or any of its Subsidiaries is a party contemplates, the Sellers and the TARGET have no knowledge of any plan or intention of any other party to any Contractual Commitment set forth on Schedule 7.20 to this Agreement to exercise any right to cancel or terminate that Contractual Commitment or that contract or agreement, and the Sellers and the TARGET have no knowledge of any condition or state of facts which would give rise to a right of termination of such Contractual Commitment.

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Section 7.21 Capital Expenditures

Schedule 7.21 sets forth the total amount of capital expenditures currently budgeted to be incurred by the TARGET or any of its Subsidiaries in excess of $100,000 individually during the balance of the current fiscal year and ending March 31, 2008.

Section 7.22 Inventories

Except as set forth on Schedule 7.24, (i) all inventories, net of reserves, of the TARGET and its Subsidiaries are merchantable and saleable or usable in the ordinary course of Business, as appropriate; and (ii) neither the TARGET nor any of its Subsidiaries is dependent on any single vendor for its inventories, the loss of which would have a Material Adverse Effect, or during the past three (3) years has sustained a difficulty Material to the TARGET and its Subsidiaries in obtaining its inventories.

Section 7.23 Insurance

Except as Schedule 7.23 sets forth: (i) the Sellers have made available to the Buyer Company: (A) all insurance policies then carried by the TARGET and its Subsidiaries; (B) all insurance loss runs and workers’ compensation claims for TARGET and its Subsidiaries received for the most recently ended three (3) policy years; and (C) true, complete and correct copies of all insurance policies carried by TARGET and its Subsidiaries that are in effect; (ii) no insurance carried by the TARGET and its Subsidiaries has been canceled by the insurer during the past five (5) years, and none of the TARGET or its Subsidiaries has been denied coverage during that period; and (iii) none of the TARGET or its Subsidiaries has received any notice or other communication from any issuer of any such insurance policy of any Material increase after the date hereof in any deductibles, retained amounts or the premiums payable thereunder, and, to the knowledge of the Sellers and the TARGET, no such increase in deductibles, retainages or premiums is threatened.

Section 7.24 Employee Matters

(a) Current Employees. Schedule 7.24(a) lists the names of all employees employed by the TARGET and the Subsidiaries as of the Effective Date and their respective ages, titles, length of service and rates of annual Cash Compensation (and the portions thereof attributable to salary or the equivalent, fixed bonuses, discretionary bonuses and other Cash Compensation, respectively).

(b) Employment Agreements. Schedule 7.24(b) lists all Employment Agreements with the TARGET or any of its Subsidiaries in effect (or under which the TARGET or any Subsidiary have continuing obligation) in whole or in part on the Effective Date, and the Sellers have provided the Buyer Company with true, complete and correct copies of all those Employment Agreements. Except as set forth on Schedule 7.24(b), none of the TARGET or its Subsidiaries is a party to any oral Employment Agreement, other than with respect to employment at will arrangements that are terminable by either party thereto without liability on the part of either party thereto (except for earned but unpaid salaries or wages).

(c) Employee Policies and Procedures. Schedule 7.24(c) lists all Employee Policies and Procedures. The Sellers have provided the Buyer Company with a copy of all current written Employee Policies and Procedures used in connection with the Business.

(d) Unwritten Amendments. Except as Schedule 7.24(d) sets forth, no Material unwritten amendments have been made with respect to any of the Employment Agreements, other Benefit Plans, or Employee Policies and Procedures.

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(e) Labor Compliance. Except as Schedule 7.24(e) sets forth, each of the TARGET and its Subsidiaries has been and is now in Material compliance with all applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, wages and hours and workplace health and safety at its facilities and work sites, and to the knowledge of the Sellers, none of the TARGET or its Subsidiaries has been alleged to be liable for any arrears of wages or penalties for failure to comply with any of the foregoing. None of the TARGET or its Subsidiaries has engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, sexual orientation, national origin, age, disability or handicap in its employment conditions or practices. Except as Schedule 7.24(e) sets forth, there are no (i) unfair labor practice charges or complaints or racial, color, religious, sex, sexual orientation, national origin, age, disability or handicap discrimination charges or complaints pending or, to the knowledge of the Sellers and the TARGET, threatened against the TARGET or any of its Subsidiaries before any Governmental Authority or (ii) existing or, to the knowledge of the Sellers and the TARGET, threatened labor strikes, disputes, grievances, controversies or other labor troubles affecting the TARGET or any of its Subsidiaries. Each of the TARGET and its Subsidiaries has Materially complied, and remain in Material compliance with, all applicable Federal and state Legal Requirements mandating hazard recognition training to its employees.

(f) Unions. Except as Schedule 7.24(f) sets forth, (i) none of the TARGET, its Subsidiaries nor any ERISA Affiliate of it or them during the past ten (10) years has been a party to any agreement with any union, labor organization or collective bargaining unit or a member of any employers’ collective bargaining association, (ii) no employees of the TARGET or its Subsidiaries are known by it to be represented by any union, labor organization or collective bargaining unit and, to the knowledge of the Sellers and the TARGET, (iii) none of the employees of the TARGET or its Subsidiaries has, during the past three (3) years, threatened to organize or join a union, labor organization or collective bargaining unit related to such employee’s employment with the TARGET or any of its Subsidiaries.

(g) Unauthorized Aliens. Except as Schedule 7.24(g) sets forth, all employees of the TARGET and its Subsidiaries are (i) citizens of the United States or (ii) not citizens of the United States, but, in accordance with the IRCA and other applicable Federal Legal Requirements, those who are not citizens of the United States are either (A) immigrants authorized to work in the United States or (B) nonimmigrants authorized to work in the United States for the TARGET and its Subsidiaries in their specific jobs. Except as Schedule 7.24(g) sets forth: none of the TARGET or its Subsidiaries has since November 6, 1986 (i) hired (or by reason of any contract, subcontract or exchange is considered for purposes of the IRCA to have hired) an alien in the United States to perform labor or services with knowledge (as determined in accordance with the IRCA) that the alien is an unauthorized alien with respect to performing that labor or those services, (ii) continued the employment of any employee hired (or by reason of any contract, subcontract or exchange is considered for purposes of the IRCA to have hired) after November 6, 1986 with knowledge (as determined in accordance with the IRCA) that the employee is or has become an unauthorized alien with respect to that employment or (iii) required any individual it has hired (or by reason of any contract, subcontract or exchange is considered for purposes of the IRCA to have hired) to post a bond or security or provide any other financial assurance to it against any potential liability under the IRCA as a result of that hire. The Sellers have provided the Buyer Company with a true, correct and complete copy of the Form I-9 for each current employee of the TARGET and the Subsidiaries. Each of the TARGET and its Subsidiaries has obtained, completed correctly and maintained Forms I-9 in Material accordance with, and has otherwise Materially complied with the record keeping requirements of, the IRCA.

(h) Change of Control Benefits. Except as Schedule 7.24(h) sets forth, none of the TARGET or its Subsidiaries is a party to any agreement and has not established any plan, policy, practice or program, requiring it to make a payment or provide any other form of compensation or benefit or vesting rights to any employee performing services for the TARGET or any of its Subsidiaries that would not be

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payable or provided in the absence of this Agreement or the consummation of the transactions this Agreement contemplates, including any parachute payment under Section 280G of the Code.

(i) Other Compensation Plans. Schedule 7.24(i) lists all Other Compensation Plans either remaining executory at the Effective Date or to become effective after the Effective Date. The Sellers have provided the Buyer Company with a true, correct and complete copy of each of those Other Compensation Plans that is in writing and an accurate written description of each of those Other Compensation Plans that is not written. Except as Schedule 7.24(i) sets forth, each of the Other Compensation Plans may be unilaterally amended or terminated by the TARGET or its Subsidiaries without liability to the TARGET or its Subsidiaries, except as to benefits accrued thereunder prior to that amendment or termination.

(j) ERISA Benefit Plans. Schedule 7.24(j) (i) lists (A) each ERISA Pension Plan (1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six (6) year period ended on the date hereof were, in whole or in part, the responsibility of the TARGET or any of its Subsidiaries or (2) respecting which the TARGET or any of its Subsidiaries is, or at any time during that period was, a “contributing sponsor” or an “employer” as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan this clause (A) describes is called a “TARGET Pension Plan”), (B) each other ERISA Pension Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a “contributing sponsor” or “employer” (each plan this clause (B) describes is called an “ERISA Affiliate Pension Plan”) and (C) each other ERISA Employee Benefit Plan that is currently being sponsored, maintained or contributed to by the TARGET or any of its Subsidiaries (each plan this clause (C) describes and each TARGET Pension Plan is called a “TARGET Benefit Plan”), and (ii) states the termination date of each TARGET Benefit Plan and ERISA Affiliate Pension Plan, if any, that has been terminated. The Sellers have provided the Buyer Company with true, complete and correct copies of (i) each TARGET Benefit Plan and ERISA Affiliate Pension Plan currently in effect, (ii) each trust agreement related thereto and (iii) all amendments to those plans and trust agreements. Except as Schedule 7.24(j) sets forth, none of the TARGET or any of its Subsidiaries is, and none has at any time during the six (6) year period ended on the date hereof been, a member of any ERISA Group.

(k) Retirees. Except as Schedule 7.24(k) sets forth, none of the TARGET or any of its Subsidiaries has any obligation or commitment to provide medical, dental or life insurance benefits to or on behalf of any of its employees who may retire or any of its former employees who have retired except as the continuation of coverage provisions of Section 4980B of the Code and the applicable parallel provisions of ERISA may require.

(l) Copies. True and correct copies of the following documents, as they have been amended to the Effective Date, relating to the TARGET Benefit Plans currently in effect, have been made available to the Buyer Company by the Sellers: (i) all such TARGET Benefit Plan documents; (ii) the most recently completed actuarial valuation for each such TARGET Benefit Plan (if any); and (iii) the annual report (Form 5500 series) for each such TARGET Benefit Plan for the two most recent plan years (if any).

Section 7.25 Taxes

(a) Each of the following representations and warranties in this Section 7.25 is qualified to the extent Schedule 7.25 sets forth.

(b) All Returns required to be filed with respect to any Tax for which Holdco, the TARGET or any of its Subsidiaries is liable have been duly and timely filed with the appropriate Taxing Authority, each such Return is true, correct and complete in all Material respects, each Tax shown to be payable on

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each such Return has been timely paid in full, each Tax payable by Holdco, the TARGET or any of its Subsidiaries has been timely paid and adequate reserves have been established on the books of Holdco or the TARGET for all Taxes for which Holdco, the TARGET or any of its Subsidiaries is liable, but the payment of which is not yet due. Each of Holdco, the TARGET and its Subsidiaries has timely filed true, correct and complete (in all Material respects) declarations of estimated Tax in each jurisdiction in which any such declaration of such Tax is required to be filed. No Liens for Taxes exist upon the property or assets of Holdco, the TARGET and its Subsidiaries, except Taxes not yet due. Holdco, the TARGET and its Subsidiaries are not and have never been subject to Tax in any jurisdiction outside of the United States. No Litigation with respect to any Tax for which Holdco, the TARGET or any of its Subsidiaries is asserted to be liable is pending or, to the knowledge of the Sellers and the TARGET, threatened. No requests for rulings or determinations in respect of any Taxes are pending between Holdco, the TARGET and its Subsidiaries and any Taxing Authority. No extension of any period during which any Tax may be assessed or collected and for which Holdco, the TARGET or any of its Subsidiaries is or may be liable has been granted to any Taxing Authority. Holdco, the TARGET and its Subsidiaries are not and have never been a party to any tax allocation or sharing agreement. All amounts required to be withheld by Holdco, the TARGET and its Subsidiaries and paid to governmental agencies for income, social security, unemployment insurance, sales, excise, use and other Taxes have been collected or withheld and paid to the proper Taxing Authority. Holdco, the TARGET and its Subsidiaries have made all deposits required by law to be made with respect to employees’ withholding and other employment taxes.

(c) None of Holdco, the TARGET or its Subsidiaries is a “foreign person,” as Section 1445(f)(3) of the Code refers to that term.

(d) None of Holdco, the TARGET or its Subsidiaries has filed a consent under Section 341(f) of the Code or any comparable provision of any other tax statute or have agreed to the application of Section 341(f)(2) of the Code or any comparable provision of any other tax statute to any disposition of an asset. No asset of Holdco, the TARGET or its Subsidiaries is subject to any provision of applicable Law that eliminates or reduces the allowance for depreciation or amortization in respect of that asset below the allowance generally available to an asset of its type. Neither Holdco nor the TARGET nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i) change in the method of accounting for a taxable period ending on or prior to the Closing Date;

(ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date;

(iii) intercompany transaction or excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state or local Tax Law);

(iv) installment sale or open transaction disposition made on or prior to the Closing Date; or

(v) prepaid amount received on or prior to the Closing Date.

(e) None of Holdco, the TARGET nor any of its Subsidiaries has engaged in a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code;

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(f) Except as may require Board or Shareholder approval which shall have been obtained prior to Closing, none of the TARGET or its Subsidiaries has made or is obligated to make or is a party to any agreement that could require it to make any payment that is not deductible as a result of the application of Section 280G of the Code or any corresponding or similar provision of State or local Tax Law.

(g) All prior elections made by Holdco, the TARGET or any of its Subsidiaries under Section 338(h)(10) of the Code are valid.

Section 7.26 Surveys

Schedule 7.26(a) sets forth a listing of all surveys of the Agencies by any Governmental Authority relating to Health Care Laws within the two (2) year period prior to the Effective Date. The Sellers have made a true, correct and complete copy of each such survey available to the Buyer Company. Schedule 7.26(b) sets forth a listing of all surveys of the Agencies by any Governmental Authority relating to Health Care Laws which are ongoing as of the Effective Date or which have been scheduled or to the knowledge of the Sellers are expected to be scheduled.

Section 7.27 Absence of Changes

Since the date of the Latest Balance Sheet, except for such matters occurring in the ordinary course of business of the TARGET and its Subsidiaries or as Schedule 7.27 sets forth, none of the following has occurred with respect to each of the TARGET and its Subsidiaries:

(a) any circumstance, condition, event or state of facts (either singly or in the aggregate) which has caused, or is causing or is reasonably likely to cause a Material Adverse Effect;

(b) any change in its authorized Capital Stock or in any of its outstanding Capital Stock or Derivative Securities or any declaration or payment of any dividend or other distribution, direct or indirect, on account of any of its Capital Stock;

(c) any direct or indirect redemption, retirement, purchase or other acquisition for value of, or any direct or indirect purchase, payment or sinking fund or similar deposit for the redemption, retirement, purchase or other acquisition for value of, or to obtain the surrender of, any of its Capital Stock or any outstanding warrants, options or other rights to acquire or subscribe for or purchase unissued or treasury Capital Stock;

(d) any payment or distribution of, or any commitment to pay or distribute, any cash, property or other asset if, for purposes of the Code, that payment or distribution would (or reasonably could be expected to) constitute a constructive dividend;

(e) any increase in, or any commitment or promise to increase the rates of Cash Compensation, or the amount or other benefits paid or payable under any ERISA Pension Plan or Other Compensation Plan, except for ordinary and customary bonuses and salary increases for employees at the times and in the amounts consistent with its past practice;

(f) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character;

(g) any distribution, sale or transfer of, or commitment to distribute, sell or transfer, any of its properties or other assets of any kind other than distributions, sales or transfers in the ordinary course of its business and consistent with its past practices;

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(h) any cancellation, or agreement to cancel, any Indebtedness, obligation or other liability owing to it, including any Indebtedness, obligation or other liability of the TARGET, any of its Subsidiaries or any related Person or Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with patients/payors in a manner consistent with past practice;

(i) any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of its properties, rights or other assets or requiring the consent of any Person to the transfer and assignment of any such properties, rights or other assets;

(j) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or other assets outside of the ordinary course of its business consistent with its past practices;

(k) any waiver of any of its rights or claims that singly is or in the aggregate are Material to it;

(l) any incurrence by it of any Indebtedness or any Guaranty not constituting its Indebtedness, or any Contractual Commitment to incur any Indebtedness or any such Guaranty, singly or in the aggregate in excess of $100,000;

(m) any investment in the Capital Stock, Derivative Securities or Indebtedness of any Person;

(n) any capital expenditure or series of related capital expenditures by it in excess of $100,000, or commitments to make capital expenditures totaling in excess of $100,000 for the TARGET and its Subsidiaries in the aggregate;

(o) any prepayment of any Indebtedness, obligation or other liability owing by it to any Person which this Agreement contemplates any Affiliate of the TARGET or its Subsidiaries will assume prior to the Closing;

(p) any Material change in the terms of payment by its patients/payors for any services it performs the effect of which is to enable it to receive payment or recognize revenues in its statement of operations for any period ending on or before the Closing Date which, but for that change, it would not so receive or recognize before a period beginning after the Closing Date;

(q) any material change in its practices with respect to timely payment of accounts payable or other obligations payable to vendors, suppliers or other third parties;

(r) any change in its methods of management, operation or accounting (including any tax method of accounting) that in the aggregate are Material to it;

(s) any cancellation or termination of a Material Contract of it; or

(t) any transaction by it outside the ordinary course of its business or not consistent with its past practices.

Section 7.28 Books and Records

The books of account, minute books, stock and membership record books, and other records of the TARGET and its Subsidiaries, all of which have been made available to the Buyer Company by the Sellers, are complete and correct and have been maintained in all Material respects in accordance with the TARGET’s and its Subsidiaries’ usual and customary business practices.

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Section 7.29 Compliance with ERISA, etc.

(a) Compliance. Each of the ERISA Employee Benefit Plans and Other Compensation Plans currently sponsored or maintained by the TARGET and its Subsidiaries (each, a “Plan”) (i) is in Material compliance with all applicable provisions of ERISA, as well as with all other applicable Legal Requirements, and (ii) has been administered, operated and managed in accordance with its governing documents in all Material respects.

(b) Qualification. The TARGET and its Subsidiaries have no Plans that are intended to qualify under Section 401(a) of the Code (the “Qualified Plans”) other than its 401(k) Plan. Each Qualified Plan has received a favorable determination letter from the Internal Revenue Service indicating that such Qualified Plan is so qualified and, to the knowledge of the Sellers, nothing has occurred subsequent to the issuance of such determination letter which would reasonably cause such Qualified Plan to lose its qualified status.

(c) No Prohibited Transactions, etc. None of the TARGET, its Subsidiaries or any Plan has engaged in any Prohibited Transaction. Further: with respect to Plans qualifying as “group health plans” under Section 4980B of the Code or Section 607(l) or 609 of ERISA (relating to the benefit continuation rights imposed by “COBRA” or qualified medical child support orders), the TARGET and its Subsidiaries have complied in all Material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and the TARGET and its Subsidiaries have not incurred (and will not incur) any Material liability or are (or will be) subject to any loss, assessment, excise tax penalty, loss of Federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the TARGET and its Subsidiaries, at any time prior to the Closing, to comply with any such Federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Closing directly or indirectly against the TARGET, any of its Subsidiaries, the Buyer Company or any Subsidiary or Affiliate of the Buyer Company with respect to any of those group health plans.

(d) Multiemployer Plans. Except as Schedule 7.29(d) sets forth, none of the TARGET, any of its Subsidiaries, or any of its or their ERISA Affiliates are, or at any time during the six (6) year period ended on the date hereof were, obligated to contribute to a Multiemployer Plan.

(e) Claims and Litigation. Except as set forth Schedule 7.29(e), no Litigation or claims (other than routine claims for benefits) are pending or, to the knowledge of the Sellers and the TARGET, threatened against, or with respect to, any of the Plans or with respect to any fiduciary, administrative or sponsor thereof (in their capacities as such), or any party in interest thereof.

(f) Excise Taxes, Damages and Penalties. No act, omission or transaction of TARGET or any of its Subsidiaries (and, to the knowledge of the Sellers, any other Person) has occurred which would reasonably result in the imposition on the TARGET or any of its Subsidiaries with respect to any Plan of (i) any breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed under subsection (c), (i) or (l) of Section 502 of ERISA or (iii) any excise tax under applicable provisions of the Code.

(g) Welfare Trusts. Any trust funding a Plan, which is intended to be exempt from Federal income taxation under Section 501(c)(9) of the Code, satisfies in all Material respects the requirements of that Section and has received a favorable determination letter from the IRS regarding that exempt status and, to the knowledge of the Sellers, has not, since receipt of the most recent favorable determination letter, been amended or operated in a way that would Materially adversely affect that exempt status.

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Section 7.30 Disclosure

No representation or warranty in Article VII or VIII of this Agreement and no statement in any related Schedule omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

Section 7.31 Directors and Officers

Schedule 7.31 contains a list of the directors and officers of TARGET and its Subsidiaries.

Section 7.32 Bank Accounts

Schedule 7.32 contains a list of each bank or other financial institution in which TARGET or any of its Subsidiaries has an account, safe deposit box or lock box arrangement, the name of TARGET or its Subsidiary in whose name such account, box or arrangement is held, the identifying numbers or symbols of the account, box or arrangement, and the name of each person authorized to draw thereon or to have access thereto.

Section 7.33 Receivables

(a) Except as set forth on Schedule 7.33(a), all of the accounts and other advances receivable of the TARGET and its Subsidiaries are valid and enforceable claims arising in the ordinary course of business.

(b) Schedule 7.33(b) sets forth all accounts receivable of the TARGET and its Subsidiaries reflected on the Latest Balance Sheet and includes an accurate aging of all such receivables.

ARTICLE VIII.

SPECIAL HEALTH CARE REPRESENTATIONS AND WARRANTIES

Holdco, the TARGET and the Sellers jointly and severally represent and warrant to the Buyer Company that the statements contained in this Article VIII are correct and complete as of the Effective Date or such earlier date, if any specifically provided for herein, except as set forth in the Disclosure Schedule.

Section 8.1 Health Care Licenses

(a) All Health Care Licenses applicable to the TARGET and its Subsidiaries: (i) have been obtained, are in effect and are set forth on Schedule 8.1(a); (ii) are valid and in good standing in each jurisdiction in which such Health Care Licenses were issued or are operable; and (iii) have not been subject to revocation or forfeiture by any Governmental Authority and, to the knowledge of the Sellers, are not subject to any proceeding which may result in such revocation or forfeiture. Except as disclosed in Schedule 8.1(a), (x) none of the TARGET or any of its Subsidiaries is a party to any order or legal or administrative proceeding with respect to any of such Health Care Licenses, (y) none of the TARGET or any of its Subsidiaries has received notice of any action pending or recommended by any Governmental Authority (or in the case of accreditation, the accrediting body) having jurisdiction over such Health Care License to revoke, withdraw or suspend any such Health Care License which has not been resolved and (z) no event has occurred which, with the giving of notice, the passage of time, or both, would constitute grounds for a violation, order or deficiency with respect to any such Health Care License or to revoke, withdraw or suspend any such Health Care License.

(b) Each of the TARGET and its Subsidiaries complies with all state licensing standards and Legal Requirements in all Material respects.

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Section 8.2 No Agency Action or Enforcement

Except as set forth on Schedule 8.2:

(a) None of the TARGET or any of its Subsidiaries is currently, with respect to any Governmental Authority: (i) to the knowledge of the Sellers, the subject of any audit, inquiry, focused review or investigation; (ii) party to any consent decree, judgment, order, or settlement that (A) requires the payment of money by any of the TARGET or any of its Subsidiaries to any Governmental Authority or Third Party Payor, (B) requires any recoupment of money from the TARGET or any of its Subsidiaries by any Governmental Authority or Third Party Payor or (C) prohibits any activity currently conducted by the TARGET or any of its Subsidiaries; or (iii) subject to any actual or, to the knowledge of the Sellers or the TARGET or any of its Subsidiaries, any potential corporate integrity agreement, certification of compliance agreement, or any mandatory or discretionary exclusion from Federal program participation.

(b)(i) The right of the Subsidiaries to receive reimbursements pursuant to any Government Program have not been terminated or, to the knowledge of the Sellers, otherwise adversely affected as a result of any investigation or action by any Governmental Authority or Third Party Payor; (ii) none of the TARGET or any of its Subsidiaries has, on or after January 1, 2000, been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, trade association, professional review organization, accrediting organization, licensing or certifying agency, other than any such inspection, investigation, survey, audit, monitoring or other form of review that was routinely conducted by any such Governmental Authority, trade association, professional review organization, accrediting organization, licensing or certifying agency and was not based upon, and did not result in a finding of, any alleged improper activity, nor has the TARGET or any of its Subsidiaries received any notice of deficiency during the past seven (7) years in connection with its operations which has not been resolved; and (iii) there are not any outstanding deficiencies or work orders of any Governmental Authority having jurisdiction over the TARGET, or requiring conformity to any applicable agreement, Conditions of Participation, accreditation standard, statute, regulation, ordinance or bylaw, including but not limited to, the Government Programs.

(c) None of the TARGET or any of its Subsidiaries is subject to (i) any proceeding to exclude or suspend it or any of its provider numbers from any Governmental Program, or (ii) any corporate integrity agreement, settlement agreement, or other comparable agreement or understanding with any Governmental Authority.

(d)(i) None of the TARGET or any of its Subsidiaries has engaged in any activities that are prohibited under 42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1395nn, and 1396b, 31 U.S.C. §§ 3729-3733, the Federal CHAMPUS/TRICARE statute, or any other Federal or state statutes related to false or fraudulent claims, the regulations promulgated pursuant to such statutes, or any related state or local statutes or regulations, including the following:

(A) knowingly and willfully making or causing to be made any false statement or representation of a material fact in any application for any benefit or payment;

(B) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment;

(C) knowingly and willfully failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and

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(D) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration in return for (A) referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (B) purchasing, leasing, or ordering or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, including, except to the extent expressly protected by a safe harbor under the federal anti-kickback statute or an exception to the Stark law self-referral prohibition, (i) making or receiving payments for personal or management services pursuant to a medical director agreement, consulting agreement, management contract, personal services agreement or otherwise; (ii) making or receiving payments for the use of premises leased to or from a physician, a family member of a physician, or an entity in which a physician or family member has an ownership or investment interest; and (iii) making or receiving payments for the acquisition or lease of equipment, goods or supplies from a physician, a family member of a physician, or an entity in which physician or family member has an ownership or investment interest.

(ii) None of the TARGET or any of its Subsidiaries has received any notice indicating that its qualification as a participating provider in any Governmental Program may be terminated or withdrawn, nor does the TARGET or any of its Subsidiaries have any reason to believe that such qualification may be terminated or withdrawn.

(e) Except as set forth in Schedule 8.2(e), no officer, director, current employee or former employee of the TARGET or any of its Subsidiaries (in the case of former employees, before or during the course of employment) and, to the knowledge of the Sellers and the TARGET, no other party to any Contractual Commitment who furnishes services or supplies which may be reimbursed in whole or in part under any Governmental Program.

(A) has been convicted of or charged with any violation of law related to Medicare, Medicaid, any other Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)), or any other Governmental Program;

(B) has been convicted of, charged with, or investigated for any violation of Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or controlled substances; or

(C) is excluded, suspended or debarred from participation, or is otherwise ineligible to participate, in Medicare, Medicaid, any other Federal Health Care Program, or any other Governmental Program or has committed any violation of law which is reasonably expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility.

(f) The TARGET and its Subsidiaries have (i) verified the required credentials of employees providing clinical services as required by applicable Law, (ii) conducted criminal background checks on all such employees and independent contractors, and (iii) screened all such employees and independent contractors under the HHS/OIG List of Excluded Individuals/Entities.

(g) Except as set forth in Schedule 8.2(f), none of the TARGET or its Subsidiaries has reimbursement or payment rate appeals, disputes or contested positions pending before any Governmental Authority or any administrator of any Private Program with respect to the Business of the TARGET.

(h) The TARGET and its Subsidiaries comply with all requirements regarding collection of co-payments and deductibles and reimbursement of credit balances under Government Programs.

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Section 8.3 HIPAA Compliance

(a) The TARGET and its Subsidiaries have established and implemented such policies, programs, procedures, contracts and systems, as are necessary to comply in all material respects with HIPAA; Title II, Subtitle F, Sections 261-264, Public Law 104-191; and the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160-164, and the HIPAA Security and Transactions and Code Sets standards.

(b) Except as set forth on Schedule 8.3(b), the TARGET and its Subsidiaries are in compliance with HIPAA Privacy and Security Standards in all material respects, including maintenance of an accounting of disclosures required by HIPAA.

Section 8.4 Billing Practices

All reports, cap reports, cost reports, billings, claims or other filings for professional and related services submitted by or on behalf of the TARGET and its Subsidiaries to any Governmental Program, including fiscal intermediaries and/or carriers and insurance carriers for any Government Program have been timely submitted in compliance in all material respects with all applicable Legal Requirements and are accurate and complete in all material respects. The TARGET and its Subsidiaries have paid or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments which have become due pursuant to such reports, cap reports, cost reports, billings or other filings and have not claimed or received reimbursements from Government Programs or Private Programs in excess of amounts permitted by Law. Except as set forth on Schedule 8.4: (a) there are no pending appeals, adjustments, challenges, audits, inquiries, additional document requests, litigation or notices of intent to audit, reopening of cost reports, Notices of Program Reimbursement reflecting overpayments, penalties, interest or fines with respect to any such reports, cap reports, cost reports, billings or other filings related to and of the Business of the TARGET and its Subsidiaries, and (b) during the last five (5) years, the TARGET and its Subsidiaries have not been audited or surveyed, or otherwise examined, by any Government Program. The TARGET has responded timely to all requests for information from Governmental Authorities and Third Party Payors with respect to the Business of the TARGET.

Section 8.5 Regulatory Compliance

(a) The TARGET and its Subsidiaries are in material compliance with all Health Care Laws and none have any material Health Care Liability Claims or material Medicare Recoupment Claims. Each of the TARGET and its Subsidiaries, as holder of provider numbers with Medicare and Medicaid, is qualified as a participating provider under the programs in which it participates. None of the TARGET or its Subsidiaries have received any notice indicating that such qualification will be terminated or withdrawn. The TARGET and its Subsidiaries have timely filed all material claims or other reports required to be filed with Third Party Payors in the ordinary course of business, and all such claims or reports are complete and accurate in all material respects.

(b) None of the TARGET, its Subsidiaries or any of its or their directors, officers, agents, representatives or employees, has directly or indirectly made or offered to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, regardless of form, whether in money, property or services, including without limitation: (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the TARGET, any of its Subsidiaries, or any Affiliate of the TARGET or its Subsidiaries, or (iv) to induce or reward the referral of business or services that are billed to any Government Program or Private Program.

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(c) No referral source of the TARGET or any of its Subsidiaries maintains an ownership interest in, or compensation arrangement with, the TARGET or any of its Subsidiaries in violation of the Stark Law.

(d) Except as provided on Schedule 8.5(d), the TARGET and its Subsidiaries maintain a “Compliance Program and Code of Conduct” that includes the substantial elements of an effective compliance plan in compliance with the Department of Health and Human Services Office of Inspector General Compliance Program Guidance for Home Health Agencies and Compliance Program Guidance for Hospices.

Section 8.6 Third Party Reimbursements

Each of the TARGET and its Subsidiaries is certified for participation and reimbursement under all Government Programs and has current provider numbers and provider agreements for such Government Programs. Each of the TARGET and its Subsidiaries has been and is eligible to receive payments under each Government Program and Private Program under which it has received or is receiving payments. The TARGET and its Subsidiaries are in material compliance with all requirements of each Government Program and each Private Program.

ARTICLE IX.

COVENANTS

The Parties mutually agree as follows:

Section 9.1 General

Each of the Parties will use his, her or its good faith commercially reasonable efforts to cooperate with each other and take all action and to do all things necessary in order to consummate and make effective the Transactions as soon as possible after the Effective Date (including satisfaction, but not waiver, of the closing conditions set forth in Article XI), including defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the Transactions, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and nonappealable vacated or reversed. The Sellers and the TARGET agree to provide, upon the reasonable request of the Buyer Company and at reasonable times, reasonable cooperation in connection with the Buyer Company’s arrangements for the financing to be consummated contemporaneously with the Closing.

Section 9.2 Operation of Business

(a) Up and until the Closing or the earlier termination of this Agreement, except as the Buyer Company may approve otherwise, or as otherwise expressly contemplated or permitted by the Transaction Documents, the TARGET shall (i) conduct the Business of the TARGET and its Subsidiaries in the ordinary course in accordance with past practice, (ii) not deplete, other than in the ordinary course of business, the assets of the TARGET and its Subsidiaries and (iii) maintain the goodwill of the medical staff and communities of the TARGET and its Subsidiaries that are served by the Agencies in a manner consistent with normal business practices.

(b) Prior to the Closing or earlier termination of this Agreement, except (i) as required by applicable Law, (ii) as expressly contemplated or permitted by this Agreement, (iii) as set forth on Schedule 9.2(b), or (iv) with the prior written consent of the Buyer Company (which consent shall not be

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unreasonably withheld, delayed or conditioned), from the Effective Date to the Closing, the Sellers, Holdco, and the TARGET shall not (and shall not permit any of TARGET’s Subsidiaries to):

(i) declare, set aside, make or pay any dividend or other distribution of any type, including with respect to the Purchased Shares, Options or the Warrants, or repurchase, redeem or otherwise acquire any outstanding Capital Stock or Derivative Securities in Holdco, the TARGET or any of TARGET’s Subsidiaries; provided, however, that a Subsidiary may take any such actions to the extent that such dividend or other distribution or such repurchase, redemption or other acquisition of outstanding Capital Stock relates solely to the Capital Stock of such Subsidiary that are held by the TARGET;

(ii) transfer, issue, sell or dispose of any Capital Stock or Derivative Securities of Holdco, the TARGET or any of TARGET’s Subsidiaries or grant any Derivative Securities of Holdco, the TARGET or any of TARGET’s Subsidiaries;

(iii) effect any recapitalization, reclassification or like change in the capitalization of Holdco, the TARGET or any of TARGET’s Subsidiaries;

(iv) amend the Charter Documents of Holdco, the TARGET or any of TARGET’s Subsidiaries;

(v)(A) materially increase the annual level of compensation of any director or executive officer of the TARGET or any of its Subsidiaries, (B) grant any increased bonus, benefit or other direct or indirect compensation to any director or executive officer, (C) increase the coverage or benefits available under any (or create any new) Plan or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which Holdco, the TARGET or any of TARGET’s Subsidiaries is a party or involving a director or executive officer of the TARGET or any of its Subsidiaries, except, in each case, as required by applicable Law from time to time in effect or by the terms of any Plans done in the ordinary course of business consistent with past practice;

(vi) subject to any Lien any of the properties or assets (whether tangible or intangible) of the TARGET or any of its Subsidiaries, except for Permitted Liens;

(vii) acquire any properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the properties or assets of the TARGET and its Subsidiaries (except in the ordinary course of business or for the purpose of disposing of obsolete or worthless assets);

(viii) cancel or compromise any debt or claim or waive or release any right of the TARGET or any of its Subsidiaries, except in the ordinary course of business;

(ix) enter into any commitment for capital expenditures of the TARGET and its Subsidiaries in excess of $100,000 for any individual commitment and $100,000 for all commitments in the aggregate;

(x) enter into, modify or terminate any labor or collective bargaining agreement of the TARGET or any of its Subsidiaries;

(xi) except for the Restructuring, permit the TARGET or any of its Subsidiaries to enter into or agree to enter into any merger or consolidation with any Person;

(xii) except as required by applicable Law, make or rescind any election relating to Taxes, settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit

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or controversy relating to Taxes, or make any change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return;

(xiii) amend, modify or terminate, any Material Contract or group of related Material Contracts or enter into a Material Contract or group of related Material Contracts with annual payments in excess of $100,000;

(xiv) incur any Indebtedness not in the ordinary course of business, singly or in the aggregate, in an amount in excess of $100,000;

(xv) engage in any transaction, arrangement or contract with any officer, director, shareholder or other insider except in the ordinary course of business;

(xvi) delay the payment of any material accounts payable;

(xvii) accelerate the collection of or discounting any material accounts receivable;

(xviii) make any change in its customs or practices regarding cash management;

(xix) make any change in its customs or practices regarding cash or other distributions;

(xx) take any action that would require disclosure under Section 7.27;

(xxi) make any material change in its Business; or

(xxii) authorize any of, or commit or agree to do anything prohibited by this Section 9.2.

Section 9.3 Full Access

Until the Closing or earlier termination of this Agreement, Holdco, the TARGET and its Subsidiaries shall provide the Buyer Company and its accountants, counsel and other representatives and financing sources reasonable access during normal business hours to all the properties, books, contracts, commitments, tax returns and records and employees of Holdco, TARGET and its Subsidiaries that the Buyer Company may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of Holdco, TARGET or any of its Subsidiaries. Except as otherwise set forth in this Agreement, no information obtained pursuant to this Section 9.3 shall be deemed to amend or supplement the Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant.

Section 9.4 Public Announcements

(a) Prior to the Closing and except as provided in Section 9.2(b), none of the Parties to this Agreement shall make, or permit any agent or Affiliate to make, any public statements, including, without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by law or the rules or regulations of any United States or foreign securities exchange, in which case the Party required to make the release or announcement shall allow the other Parties reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance. After the Closing, no press releases related to this Agreement and the transactions contemplated herein, or other

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announcements to the employees, patients/payors or suppliers of the TARGET and its Subsidiaries will be issued without the approval of the Buyer Company (which approval, in each case, shall not be unreasonably conditioned or delayed).

(b) Upon execution of this Agreement, the Parties have agreed that a public announcement will be made in substantially the form of Exhibit F hereto.

Section 9.5 Consents

The TARGET and each of its Subsidiaries will give any notices to third parties, and TARGET and each of its Subsidiaries will use commercially reasonable best efforts to obtain any third party consents that the Buyer Company may request in connection with the matters referred to in Sections 6.4(a) and 7.4(a). The Buyer Company will give any notices to third parties, and will use its commercially reasonable best efforts to obtain any third party consents, that the Sellers reasonably may request in connection with the matters referred to in Section 5.2(b).

Section 9.6 Transfer Taxes

The Sellers and the Buyer Company shall split equally all transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes and including any filing and recording fees) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the other Transaction Documents and the Transactions (the “Transfer Taxes”).

Section 9.7 Further Assurances

From and after the Closing, the Buyer Company and the Sellers shall execute and deliver such further instruments of conveyance and transfer and take such other action as reasonably may be necessary to further effectuate the transactions contemplated by the Transaction Documents.

Section 9.8 Regulatory Approvals

Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable best efforts to file such applications and obtain any authorizations, consents and approvals of Governmental Authorities in connection with the matters referred to in Sections 5.2(b), 6.4(a) and 7.4(a). Without limiting the generality of the foregoing:

(a) HSR Act. If required by applicable Legal Requirements, within five (5) business days after the Effective Date, each of the Parties will file any Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and will use commercially reasonable best efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper or advisable.

(b) CHOWS. The TARGET shall deliver to the Buyer Company at or prior to the Closing all such documents as the Buyer Company may reasonably request to obtain Federal and State approval of the change of ownership (“CHOW”) of the TARGET, its Subsidiaries and/or the Agencies contemplated by this Agreement.

(c) CON. The Buyer Company shall use commercially reasonable efforts to obtain all required certificate of need approvals for the Closing of Transactions or the Restructuring.

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Section 9.9 Notice of Development; Supplemental Schedules

(a) Each Party will give prompt written notice to the other Parties of any notice or development which has caused a breach of or inaccuracy in any of its own representations and warranties in Articles V, VI, VII and VIII. Subject to Section 9.9(b), no such written notice shall be deemed to have amended and qualified the representations and warranties in Articles V, VI, VII and VIII, or to have cured any breach of or inaccuracy in a representation or warranty that otherwise might have existed.

(b) The Sellers’ Representative, on behalf of Sellers, shall have the right from time to time prior to the Closing to supplement the Disclosure Schedule with respect to any matter that (a) both arises and becomes known after the Effective Date and that would have been required or permitted to be set forth or described in the Disclosure Schedule had such matter existed as of the Effective Date and (b) does not arise from a breach of this Agreement; provided, that, (i) no such supplemental disclosure, if material, will be deemed to have amended or qualified the representations and warranties in this Agreement or to have cured any breach of or inaccuracy in a representation or warranty that otherwise might have existed and (ii) any such supplemental disclosure, if not material, will be deemed to have amended or qualified the representations and warranties in this Agreement and to have cured any breach of or inaccuracy in a representation or warranty that otherwise might have existed; provided, however, that Sellers shall be permitted to amend or supplement Schedule 1.1.4 to update Transaction Expenses until the Closing Date and any such amendment or supplement shall not cause a breach of any representation, warranty or covenant in this Agreement.

Section 9.10 No Shop

The Sellers, Holdco and the TARGET agree that during the period beginning on the Effective Date and ending on the earlier of the Closing or the termination of this Agreement, the Sellers, Holdco and the TARGET will not, and shall not permit the TARGET’s Subsidiaries, or any of its or their Affiliates through any of their respective employees, officers, directors, managers, advisors, agents or other Representatives or otherwise, directly or indirectly, to initiate with, solicit from, encourage or respond to (including by way of furnishing non-public information or assistance), or enter into discussions or negotiations of any type, directly or indirectly, or enter into a confidentiality agreement, letter of intent or purchase agreement, merger agreement or other similar agreement with, any Person other than the Buyer Company and its Affiliates and advisors with respect to a sale of the assets of the TARGET and its Subsidiaries other than in the ordinary course of business, or a sale of stock, merger, consolidation, business combination, or the liquidation or similar extraordinary transaction with respect to Holdco, the TARGET and TARGET’s Subsidiaries (any of the foregoing, an “Acquisition Proposal”). The Sellers, Holdco and the TARGET will immediately cease any and all contacts, discussions and negotiations with third parties (other than the Buyer Company and its Affiliates and advisors) regarding any Acquisition Proposal.

Section 9.11 Exculpation

(a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative (a “Claim”), including any such Claim in which any individual who is now, or has been at any time before the date of this Agreement, or who becomes before Closing, a director, member or officer of Holdco, the TARGET or any of its Subsidiaries or who is or was serving at the request of Holdco, TARGET or any of its Subsidiaries as a director, member or officer of another person (in each case, “TARGET Personnel”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, member or officer of Holdco, TARGET or any of its Subsidiaries before the Closing, or (ii) this Agreement or any of the Transactions, whether asserted or arising before or after the Closing, the parties shall cooperate and use their commercially reasonable efforts to defend against such Claim and respond

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thereto. All rights to indemnification and exculpation (including advancement of expenses) from liabilities for acts or omissions occurring at or prior to Closing now existing in favor of any TARGET Personnel as provided in their respective certificates or articles of incorporation or bylaws (or other organizational documents), and any existing indemnification agreements shall survive the Closing and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Effective Date in any manner that would affect the rights of such individuals for acts or omissions occurring at or before the Closing or taken at the request of Holdco, TARGET or any of its Subsidiaries prior to the Closing.

(b) At the equal expense of Sellers and the Buyer Company with respect to clause (i), and at the sole cost of the Sellers with respect to clauses (ii) and (iii), the TARGET shall obtain, at the Closing, an extended reporting period endorsement for the (i) directors’ and officers’ liability, (ii) employment practices liability and (iii) fiduciary liability insurance policy currently maintained by the TARGET so that the individuals serving as officers, members and directors of TARGET or any of its Subsidiaries immediately before the Closing shall be covered for a period of six (6) years after the Closing under the terms of such policy.

Section 9.12 Access to Employees; Cooperation Throughout the Pre-Closing Process

(a) From the Effective Date to the Closing Date, the Sellers shall cause the TARGET to, and the TARGET agrees to, provide the Buyer Company the opportunity reasonably requested by them to contact and have access to the employees of the TARGET and its Subsidiaries for pre-Closing introductions and training sessions.

(b) Prior to the Closing, the Sellers agree to cause the TARGET to, and the TARGET shall, provide to the Buyer Company information and access reasonably requested by it necessary to proceed with its pre-Closing integration processes. The Sellers agree to cause the TARGET to, and the TARGET shall, also use all commercially reasonable methods to assist the Buyer Company in the transfer of data from the TARGET’s networks to the Buyer Company’s Network (AMS2), provided that the Buyer Company has executed any instruments necessary to ensure that such transfer complies with HIPAA and other Legal Requirements governing the transfer or sharing of confidential patient information.

Section 9.13 Tax Matters

(a) For any taxable period of Holdco, the TARGET or any of its Subsidiaries that includes (but does not end on) the Closing Date (any such taxable period, a “Straddle Period”) or that ends on or before the Closing Date for which any Tax Returns by Holdco, the TARGET and its Subsidiaries are due after the Closing Date (any such taxable period, a “Prior Period”), the Buyer Company will timely prepare and file with the appropriate Taxing Authority all Tax Returns required to be filed by the TARGET and its Subsidiaries (collectively, the “Tax Returns”) and will pay all Taxes due with respect to such Tax Returns. The Buyer Company will furnish such Tax Returns and related work papers and supporting information to the Sellers’ Representative and his tax advisers for their review and comment at least sixty (60) days prior to the due date (or extended due date that has been approved by the Sellers’ Representative) for filing such Tax Returns. Simultaneous with furnishing such Tax Returns to the Sellers’ Representative, the Buyer Company shall provide a written statement to the Sellers’ Representative setting forth the amount of Taxes owing on such Tax Returns that, in accordance with Section 9.13(b), it believes is owing by the Sellers. Should the Sellers’ Representative disagree with the calculation of Taxes shown as being due on such Tax Returns or the amount of Taxes owing thereon that the Buyer Company believes is owing by the Sellers, it shall provide written notification thereof (such notice, a “Tax Dispute Notice”) to the Buyer Company within thirty (30) days of the due date for the filing of such Tax Returns, and the Buyer Company and the Sellers’ Representative shall cause their respective tax advisers to confer in good faith to seek to resolve such disagreement to the satisfaction of

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the Buyer Company and the Sellers’ Representative. If the Buyer Company and the Sellers’ Representative are unable to resolve such disagreement within fifteen (15) days after the date on which the Tax Dispute Notice has been provided, then such disagreement shall be resolved pursuant to Section 9.13(b) hereof; provided, however, the Buyer Company may file the related Tax Return prior to the expiration of the deadline for the filing thereof notwithstanding the disagreement being unresolved, with an amended Tax Return to be subsequently prepared and filed if required by the final resolution of such disagreement. The Sellers shall not be responsible for any Taxes for a Straddle Period or a Prior Period to the extent that a liability therefor has been accrued on the Latest Balance Sheet or included in the computation of Working Capital. To the extent that the Sellers are responsible for any Taxes for a Straddle Period or a Prior Period pursuant to this Section 9.13(a), the Buyer Company shall be entitled to payment thereof solely from the Escrow Fund subject to the provisions of Article X. The Sellers shall cooperate, and shall cause the TARGET’s tax adviser to cooperate, with the Buyer Company in the preparation of Tax Returns of Holdco, the TARGET and its Subsidiaries for the Prior Period and the Straddle Period.

(b) If at the end of the applicable dispute resolution period no resolution is reached, either the Buyer Company or the Sellers’ Representative may request that the disagreement be resolved by the Accounting Firm. The calculation of the Taxes due and the Party(ies) responsible for the payment thereof shall be made by such firm within the range of the respective calculations of the Buyer Company and the Sellers’ Representative and when so made shall be conclusive, and shall be binding on, and nonappealable by, the Parties. The fees and disbursements of such firm shall be borne by the Party requesting such independent resolution, or equally by the Parties requesting such resolution.

(c) Subject to the terms and conditions of this Section 9.13 and Section 10.4, the Sellers (jointly and severally) will defend, indemnify and hold the Buyer Indemnitees harmless from and against any loss, damage, liability, or expense, including reasonable fees for attorneys and consultants, incurred in contesting or otherwise in connection with (i) any breach of the representations and warranties set forth in Section 7.25 of this Agreement and (ii) the following Taxes, but only to the extent such Taxes have not been paid prior to the Closing or adequately provided for by a liability accrued for Taxes on the Latest Balance Sheet or included in the computation of Working Capital (subsections (i) and (ii) of this Section 9.13(b), the “Tax Losses”): (A) the non-payment prior to the Closing of Taxes owed by Holdco, the TARGET or any of its Subsidiaries for any Prior Period and for the portion through the Closing for any Straddle Period, and (B) the non-payment of Taxes of any other Person imposed on, but not paid prior to the Closing by such other Person, Holdco, the TARGET or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, which Taxes relate to an event or transaction occurring before the Closing. The representations and warranties contained in or made pursuant to Section 7.25 shall survive for twelve (12) months after the Closing Date.

(d) In the case of any Straddle Period, the Taxes of Holdco, the TARGET or any of its Subsidiaries allocable to pre-Closing taxable periods will be computed as if such taxable period ended as of the Closing except in the case of Taxes that are imposed on a periodic basis and measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) the portion allocable to the pre-Closing period shall be the product of such Taxes multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

(e) If a party is responsible for the payment of Taxes pursuant to this Section 9.13 (the “Tax Indemnifying Party”) and the other party to this Agreement (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect to such Taxes which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 9.13 (a “Tax Claim”), the Tax Indemnified Party will promptly notify

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the Tax Indemnifying Party in writing of such Tax Claim, but the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, except (i) if notice is not promptly given, the Tax Indemnifying Party shall not be liable for any legal or accounting costs incurred before such notice is actually given, or any interest or similar charge accruing between the time notice should have been given and the time notice is actually given, and (ii) the Tax Indemnifying Party shall not be liable to the extent that, but for such failure, the Tax Indemnifying Party could have avoided all or a portion of the Taxes or other costs indemnifiable hereunder in question. The notice shall be accompanied by copies of the notice and other documentation received by the Tax Indemnified Party.

(f) With respect to any Tax Claim, the Tax Indemnifying Party will assume and control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, and may either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Tax Indemnifying Party will consult with the Tax Indemnified Party in the negotiation and settlement of any Tax Claim and the Tax Indemnifying Party will not, without the written consent of the Tax Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, settle or compromise any Tax Claim in any manner if such settlement or compromise would have the effect of increasing the Taxes of the Indemnified Party (“Indemnified Party Tax Increase”), provided, however, that the consent of the Tax Indemnified Party will not be required if the Tax Indemnifying Party indemnifies the Tax Indemnified Party for all Tax Losses attributable to such Indemnified Party Tax Increase; provided, further, that, to the extent that a Tax Claim relates to a Straddle Period, the Sellers’ Representative and the Buyer Company will jointly control all proceedings taken in connection with any such Tax Claim.

(g) The Tax Indemnified Party will cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation will include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

(h) Neither party will settle or compromise a Tax Claim relating solely to Taxes of Holdco, the TARGET or any of its Subsidiaries for a Straddle Period without the other party’s written consent which consent shall not be unreasonably withheld, delayed or conditioned. The consent of the Sellers may be exercised by the Sellers’ Representative.

(i) The Sellers and the Buyer Company agree that any indemnification payments made pursuant to this Section 9.13 will be treated by the parties on their Tax Returns as an adjustment to the Final Purchase Price, unless a final determination by a relevant taxing authority causes any such payment not to be treated as an adjustment to the Final Purchase Price for Tax purposes.

(j) The Buyer Company and the Sellers shall split equally any federal Tax benefit or reduction in federal Taxes that the Buyer Company receives or realizes as a result of the payment of the Change of Control Payments (the “Change of Control Payment Tax Benefit”). The Buyer Company shall pay to the Sellers’ Representative one half (1/2) of the Change of Control Payment Tax Benefit within five (5) business days of when the Buyer Company reflects such benefits on its filed federal Tax returns (subject to adjustments, if any, from subsequent amendments of such returns).

(k) The obligations of the Parties pursuant to this Section 9.13 shall survive until the first anniversary of the Closing Date; provided, however, that the obligations of the Parties pursuant to Section 9.13(j) shall survive until the Sellers’ portion of the Change of Control Payment Tax Benefit is paid to the Sellers.

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Section 9.14 Release

Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges forever Holdco, the TARGET and each of its Subsidiaries from any and all liabilities and obligations to, and agreements with, such Seller of any kind or nature whatsoever, whether in his or its capacity as a Seller hereunder, as a stockholder, director, officer or employee of Holdco, the TARGET or any of its Subsidiaries or otherwise, including, without limitation, in respect of rights of contribution or indemnification, in each case whether absolute or contingent, liquidated or unliquidated, and whether arising hereunder or under any other agreement or understanding or otherwise at Law or equity, and each Seller hereby covenants and agrees that it, he or she will not seek to recover any amounts in connection therewith or thereunder from Holdco, the TARGET or any of its Subsidiaries. Notwithstanding the foregoing in this Section 9.14, the foregoing release shall not apply to claims to payments and other rights and remedies of any Seller (a) under this Agreement, including, without limitation, under Article II, Section 9.11, Section 9.13, and Article X, and (b) if such Seller is an employee of the TARGET or any of its Subsidiaries, in respect of (i) the current year’s accrued but unpaid compensation and other benefits, payments and rights thereunder provided in agreements between them, which agreements are set forth in Schedule 9.14, (ii) such employee’s outstanding benefits under the Plans as of the Closing Date, (iii) under any agreement to be entered into as contemplated by this Agreement, or (iv) under a policy of insurance providing coverage or defense to any Seller or (c) as set forth on Schedule 9.14.

Section 9.15 Severance or Change of Control Payment Obligations

The Parties acknowledge and agree that the TARGET, simultaneously with purchase and sale of the Purchased Shares, shall pay the Change of Control Payments due and owing to Senior Management resulting from the purchase of the Purchased Shares. If any change of control payments or similar payments due and owing to the Senior Management resulting from the purchase of the Purchased Shares are not satisfied by the TARGET simultaneously with the Closing as set forth herein and included in the Change of Control Payment Amount, the Sellers, jointly and severally, shall make payment thereof and shall defend and indemnify the TARGET and its Subsidiaries and their Affiliates from all claims and liabilities resulting from payment thereof. Notwithstanding any provision of this Agreement to the contrary, the obligation of the Sellers under this Section 9.15 shall survive the Closing indefinitely and shall not be subject to the Deductible or be included in the Damages subject to the Cap. To the extent any Change of Control Payments are owed to any of the TARGET Minority Securityholders, each such TARGET Minority Securityholder agrees that the TARGET and its Subsidiaries shall be fully released from such financial and payment obligations upon receipt of payment and consummation of Closing.

Section 9.16 Payment of Indebtedness

At or prior to the Closing, the Sellers shall cause the TARGET to pay all Indebtedness of the TARGET and its Subsidiaries in full, including all fees relating to the payment thereof.

Section 9.17 Financial Statements and Consent of TARGET’s Independent Public Accountants.

(a) From the Effective Date until the Closing Date or earlier termination of this Agreement, the Sellers shall cause the TARGET to, and the TARGET shall, provide monthly consolidated financial statements for the TARGET and its Subsidiaries and year-to-date consolidated financial statements for the TARGET and its Subsidiaries, prepared in accordance with GAAP consistent with TARGET’s past practices, no later than thirty (30) days after the end of each month.

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(b) At the Closing, the Sellers and the TARGET shall provide to the Buyer Company all financial statements for the TARGET and its Subsidiaries required to be included under the rules and regulations of the SEC by the Buyer Parent in its Form 8-K to be filed in connection with the consummation of the Transactions, such financial statements to include consolidated financial statements for the TARGET and its Subsidiaries as of December 31, 2007.

(c) The Sellers shall provide, or shall cause the senior managers of the TARGET to provide, such representations to the TARGET’s independent public accountants as reasonably requested by them in connection with the financial statements and consent required by Section 9.17(b).

Section 9.18 Shareholder Approval of Payments.

Prior to Closing, each of TARGET and its Subsidiaries shall obtain shareholder approval with respect to any excess parachute payments (as defined under Code section 280G) payable to employees of TARGET and its Subsidiaries as a result of the transaction contemplated by this Agreement in order to exempt such payments from the excise taxes under Code section 280G, and reasonable evidence thereof shall have been delivered to the Buyer Company prior to Closing.

Section 9.19 New York Matters.

With respect to the TARGET’s (or its Subsidiaries’) operations in New York, including Tender Loving Care Health Care Services of Erie Niagara, LLC, Tender Loving Care Health Care Services of Nassau Suffolk, LLC, Tender Loving Care Health Care Services of Western New York, LLC, and Tender Loving Care Health Care Services of Long Island, LLC (collectively the “New York Operations”), the Parties shall work cooperatively (i) to seek approval (the “Approval”) from the New York Department of Health (the “New York DOH”) of a change of ownership to the Buyer Company after the Closing, and (ii) to establish a mechanism, that is acceptable to the Buyer Company and the New York DOH, for the operation of the New York Operations post-Closing and before the Approval is granted or, alternatively, until divestiture of the New York Operations is accomplished if the Approval is denied, such mechanism to be set forth in documents to be executed by the Buyer Company and appropriate representatives and Affiliates of TARGET prior to the Closing. The Sellers shall cooperate reasonably to assure compliance with such mechanism. In no case, shall this covenant require the Parties to take any action contrary to the regulatory requirements of the State of New York.

Section 9.22 Service Contract.

The Sellers’ Representative or its Affiliate is a party to an agreement with AT&T whereby it has leased communications circuits and made such circuits available to the TARGET and its Subsidiaries for the operation of the Business. For a period of no less than nine (9) months following the Closing, the Sellers’ Representative shall maintain, or cause its Affiliate to maintain, such agreement with AT&T and shall make such circuits available to the Buyer Company or its Affiliates for the conduct of the Business and the Buyer Company shall reimburse the Sellers’ Representative or its Affiliate for the cost it pays to AT&T for such circuits for such period.

Section 9.21 Maintenance of Insurance.

The Sellers shall cause the TARGET to maintain insurance coverage for the TARGET and its Subsidiaries through the Closing Date no less favorable than the insurance coverages for them in effect as of the Effective Date.

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Section 9.22 Monogahela Medical Supply Co.

At or prior to Closing, at the written request of the Buyer Company, the Sellers shall cause the TARGET or its Subsidiaries to divest any and all interests of the TARGET and its Subsidiaries in Monogahela Medical Supply Co.

ARTICLE X.

SURVIVAL AND INDEMNIFICATION

Section 10.1 Survival of Representations, Warranties and Covenants

(a) Each of the representations and warranties contained in Articles V, VI, VII and VIII or elsewhere in this Agreement shall terminate upon consummation of the Closing and be of no further effect as between the Parties, except as provided in this Article X. Notwithstanding the preceding sentence, survival shall be for twelve (12) months after the Closing Date with respect to the assertion by third Persons, including without limitation Governmental Authorities, of claims or liabilities constituting or alleging a breach of a representation or warranty set forth in Sections 6.1, 6.2, 6.3, 7.1, 7.2, 7.25, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, and for Tax Losses pursuant to Section 9.13; and provided further that the survival period for Section 7.25(f) shall be the applicable statute of limitations. The limitations on survival of representations and warranties as provided by this Section shall not apply with respect to claims by any Buyer Indemnitee for fraud or intentional misrepresentation by the Sellers in connection with the transactions contemplated by this Agreement, which claims shall survive for the applicable statute of limitations.

(b) The covenants and agreements contained herein to be performed or complied with after the Closing shall survive in accordance with their respective terms or, absent a specific term, until expiration of the applicable statute of limitations. This Article X shall survive the Closing and shall remain in effect indefinitely.

Section 10.2 Indemnification Obligations of the Sellers

Subject to the provisions of Sections 10.4 and 10.6 below, the Sellers, jointly and severally (except with respect to Article VI for which the Sellers shall be severally, but not jointly, liable) shall indemnify and hold harmless the Buyer Company, its Affiliates (which shall include for purposes of this Section 10.2, Holdco, the TARGET and its Subsidiaries and their respective successors and assigns), and the respective equity holders, officers, managers, directors, employees and agents of each, and the respective successors and assigns of each (collectively, the “Buyer Indemnitees”) from and after the Closing, in respect of any Damages (subject to the limitations set forth in this Article X) that any Buyer Indemnitee suffers, sustains or becomes subject to as a result of, arising out of, or in connection with: (i) the breach by the Sellers of any of the covenants made by the Sellers in this Agreement or in any other Transaction Documents; (ii) the inaccuracy or the breach by the Sellers of any of the representations and warranties of the Sellers contained in Article VI, VII or VIII (in each case, determined without regard to any qualifications therein referring to “Materiality” “material”, “Material Adverse Effect”, or any other qualifications of similar import or effect, and in the case of representations and warranties set forth in Article VIII only, determined without regard to any qualifications therein referring to “knowledge of the Sellers”); and (iii) any amounts owing by the Sellers to Navigant Capital Advisors or any other broker or finder claiming through or under the Sellers.

Section 10.3 Indemnification Obligations of the Buyer Company

Subject to the provisions of Section 10.4 and 10.6 below, the Buyer Company shall indemnify and hold harmless the Sellers, their respective Affiliates, and the respective equity holders,

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officers, managers, directors, employees and agents of each (collectively, the “Seller Indemnitees”) from and after the Closing, in respect of any Damages which any Seller Indemnitee suffers, sustains or becomes subject to as a result of, arising of, or in connection with: (i) the breach by the Buyer Company or Buyer Parent of any of their respective covenants made by it in this Agreement or any other Transaction Document; and (ii) the inaccuracy or the breach of any of the representations and warranties of the Buyer Company contained in Article V.

Section 10.4 Conditions of Indemnification

No Party shall be entitled to assert any claim for indemnification pursuant to Section 10.2 or 10.3, to the extent such claim relates to an alleged inaccurate or breached representation or warranty unless such claim is asserted by an Indemnification Claim Notice given prior to the expiration of the representation or warranty giving rise to such claim (provided that a claim that is barred by the passage of time under one representation and warranty may nevertheless be brought under another if it is not barred under that other). In the case of the Buyer Indemnitees, no claim for indemnification may be asserted under Section 10.2 unless and only until the aggregate amount of the Damages attributable to the Buyer Indemnitees for indemnification under Section 10.2 exceeds the Deductible, in which case the Buyer Indemnitees may claim for the amount of Damages in excess of the Deductible; provided, however, that any claim for indemnification relating to any inaccurate or breached representation or warranty set forth in Section 7.25(f) shall not be subject to the Deductible. In the case of the Seller Indemnitees, no claim for indemnification may be asserted under Section 10.3 unless and only until the aggregate amount of the Damages attributable to the Seller Indemnitees for indemnification under Section 10.3 exceeds the Deductible, in which case the Seller Indemnitees may claim for the amount of Damages in excess of the Deductible. Notwithstanding anything to the contrary set forth in this Article X, the maximum aggregate obligation of the Sellers or the Buyer Company, as the case may be, pursuant to Section 9.13 and this Article X shall not exceed the Cap in the aggregate; provided, however, that any claim for indemnification relating to any inaccurate or breached representation or warranty set forth in Section 7.25(f) shall not be subject to the Cap.

Section 10.5 Indemnification Procedures

(a) Notice of Claim. Any Person making a claim for indemnification pursuant to Section 10.2 or 10.3 above (an “Indemnified Party”) must give the party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) promptly after the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against or involving the Indemnified Party by a Governmental Authority or other third Person (a “Third Party Claim”) or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification (it being understood that any claim for indemnity pursuant to Section 10.2 or 10.3 above must be made by written notice given within the applicable survival period specified in Section 10.1 above). Such notice must contain a description of the claim and the nature and amount of Damages (to the extent that the nature and amount of Damages is known at such time). Such notice shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. Failure to give or delay in giving notice shall not excuse the Indemnifying Party from liability for indemnification except to any extent to which the Indemnifying Party is actually prejudiced by such failure or delay or if the Indemnification Claim Notice is delivered after the time specified in Section 10.1.

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(b) Control of Defense; Conditions. The obligations of an Indemnifying Party under this Article X with respect to Damages arising from any Third Party Claims that are subject to the indemnification provided in Section 10.2 or 10.3 above shall be governed by the following additional terms and conditions:

(i) At its option, an Indemnifying Party shall be entitled to assume control of the defense of any claim and may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party (except that the Indemnifying Party may not so elect without the Indemnified Party’s consent unless (i) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations, and (ii) the Indemnifying Party notifies the Indemnified Party in writing that it will indemnify the Indemnified Party against any Damages arising out of such Third Party Claim (subject to the limitations set forth in Section 10.4), and (iii) the suit, action, claim, liability or obligation does not seek to impose any liability, obligation or restriction upon the Indemnified Party other than for money damages).

(ii) Notwithstanding Section 10.5(b)(i) above, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (B) the Indemnifying Party has failed to assume the defense and employ satisfactory counsel (following written notice from the Indemnified Party), in which case the reasonable fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party.

(iii) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed, or conditioned). The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed, or conditioned) unless such judgment or settlement contains an unconditional release of the Indemnified Party and does not impose any obligations on it other than monetary obligations that are being fully discharged simultaneously by the Indemnifying Party.

(iv) The Sellers’ Representative shall be authorized on behalf of the Sellers, to the extent the Sellers are Indemnifying Parties, to provide the notice contemplated by Section 10.5(a), to assume and control the defense, to authorize settlements and to take other actions necessary or appropriate in connection with Third Party Claims.

(c) Manner of Payment.

(i) Any indemnification obligations of the Sellers pursuant to Section 10.2 or Section 9.13 shall be paid solely out of the portion of the Escrow Funds, if any, then held in escrow and not previously distributed pursuant to the terms of the Escrow Agreement.

(ii) Any indemnification obligations of the Buyer Company pursuant to Section 10.3 shall be paid promptly by wire transfer of immediately available funds, to an account designated in writing by the applicable Seller Indemnitees, within fifteen (15) days after the final determination thereof.

Section 10.6 Miscellaneous Indemnification Provisions

(a) Prior to enforcing any claim for indemnification against the Indemnifying Parties under this Agreement, the Indemnified Parties shall administratively file in good faith claims with any insurers under applicable policies of insurance, if any, for the proceeds of such insurance coverage, if any, applicable to the claim or event from which such indemnification right arose. In the event that insurance proceeds are paid to the Indemnified Parties respecting an event to which an indemnification right applies hereunder, such indemnification right shall apply only to the extent that the amount of Damages indemnified against exceeds such insurance proceeds actually paid to the Indemnified Parties, net of the

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costs and expenses of the Indemnified Parties in obtaining such insurance proceeds. If any insurance proceeds are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment.

(b) The Indemnified Parties agree that: (i) the Indemnified Party shall act reasonably and in good faith in an effort to mitigate any Damages to which it is entitled to indemnification; and (ii) the Indemnifying Parties shall be entitled to reasonably participate, at their sole cost and expense, but not control in such mitigation by the Indemnified Party.

(c) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of consequential, incidental, indirect damages, lost profits, or punitive damages of such Indemnified Party, in particular, no “multiple profits” or “multiple of cash flow” or similar methodology shall be used in the calculation of any Damages of such Indemnified Party.

(d) No Indemnifying Party shall be liable for any claim for indemnification under this Article X for any Damages arising out of changes after the Closing Date in any Legal Requirement or changes in GAAP.

(e) Indemnification payments from the Sellers to a Buyer Indemnitee shall be deemed a reduction in the Final Purchase Price.

Section 10.7 Certain Other Indemnity Matters

From and after the Closing, the Parties sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement, other than claims of fraud or intentional misrepresentation or claims for equitable injunctive relief with respect to any violation of the covenants in Article XII or Section 14.1, shall be pursuant to the provisions set forth in this Article X and Section 9.13.

Section 10.8 Jurisdiction and Venue

Each Indemnifying Party (i) consents to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware for purposes of the assertion by such Indemnified Party of any claim such Indemnified Party may have against such Indemnifying Party with respect to such third party claim or the matters alleged therein, and (ii) agrees that process may be served on such Indemnifying Party with respect to such a claim by the Indemnified Party anywhere in the world, provided that such process shall not be valid unless and until a copy of it is provided to the Indemnifying Party to be served with such process as if such process were a notice being given to such Indemnifying Party under Section 14.5.

ARTICLE XI.

CONDITIONS TO THE CLOSING

Section 11.1 Closing Conditions – The Buyer Company

The obligation of the Buyer Company to consummate the Closing is subject to the satisfaction as of the time of the Closing of the following conditions precedent:

(a) Representations and Warranties; Covenants. (i) Each representation and warranty set forth in Articles VI, VII and VIII above shall be true and correct in all material respects at and as of the Closing as though then made except to the extent such representations and warranties by their terms speak as of an earlier date in which case they shall be true and correct in all material respects as of such earlier

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date (except for any representations and warranties that are qualified by the concept of materiality, which shall be true and correct in all respects), and (ii) Holdco, the TARGET and the Sellers shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by each of them at or prior to Closing pursuant to the Transaction Documents prior to the Closing.

(b) Proceedings. No action, suit or proceeding shall be pending or threatened before any judicial authority or Governmental Authority the result of which is reasonably likely to prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents or cause any such transaction to be rescinded following consummation, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist.

(c) Absence of Changes. Since the date of the Latest Balance Sheet, no Material Adverse Effect shall have occurred.

(d) Closing Documents. The Sellers shall have delivered to the Buyer Company(i) an executed copy of each Transaction Document to which it or its Affiliates is a party and (ii) the deliveries required by Sections 4.2(i) and 4.3(a).

(e) Consents. All consents required for (i) the sale of Purchased Shares contemplated by this Agreement, and (ii) the continued validity following the Closing of any assignable Material Health Care License or Material Contract of the TARGET or any of its Subsidiaries.

(f) Related Party Agreements. The parties to each Retained Related Party Agreement shall have confirmed to the Buyer Company in writing that such Retained Related Party Agreement (i) is in full force and effect, (ii) will not be breached by the transactions contemplated by this Agreement, and (iii) for a period of six (6) months following the Closing, may be terminated by the Sellers, as applicable, on written notice of at least thirty (30) days.

(g) Consents and Approvals. All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents and approvals of Governmental Authorities referred to in Sections 5.2(b), 6.4(a) and 7.4(a) above.

(h) Resignations. The Buyer Company shall have received the resignations, effective as of the Closing, or evidence of removal as of the Closing, of all members of the board of directors or board of managers, as the case may be, of TARGET and each of its Subsidiaries, except to the extent applicable regulatory provisions may require such members to remain in place in such positions in connection with the Restructuring.

(i) Escrow Agreement and Retained Assets Escrow Agreement. Each of the Sellers’ Representative, the Escrow Agent and the Retained Asset Escrow Agent shall have executed and delivered the Escrow Agreement and the Retained Asset Escrow Agreement, as the case may be.

(j) Agreements by Key Executives. The Key Executives (a) have agreed to provide transition services and assistance as may reasonably be requested by the Buyer Company, and (b) will have delivered releases reasonably satisfactory to the Buyer Company in favor of the Buyer Company, the TARGET and its Subsidiaries and their respective Affiliates from any financial and payment obligations under their respective employment agreements.

(k) Restructuring. The Sellers, the TARGET and the Subsidiaries shall have completed the Restructuring in all material respects.

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(l) Satisfaction of Change of Control Obligations. The Buyer Company shall have received evidence reasonably satisfactory to it from the Sellers’ Representative as to all Change of Control Payments.

(m) Financial Statements and Consent of the TARGET’s Independent Public Accountants. The Buyer Company shall have received the financial statements and independent public accountant’s consent as required by Section 9.17.

Section 11.2 Closing Conditions – The Sellers

The obligation of the Sellers to consummate the Closing is subject to the satisfaction as of the time of the Closing of the following conditions precedent:

(a) Representations and Warranties; Covenants. Each representation and warranty set forth in Article V above shall be true and correct in all material respects at and as of the Closing as though then made except to the extent such representations and warranties by their terms speak as of an earlier date in which case they shall be true and correct in all material respects as of such earlier date (except for any representations and warranties that are qualified by the concept of materiality, which shall be true and correct in all respects), and the Buyer Company and Buyer Parent shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by each of them at or prior to Closing pursuant to the Transaction Documents prior to the Closing.

(b) Proceedings. No action, suit or proceeding shall be pending or threatened before any judicial authority or Governmental Authority the result of which is reasonably likely to prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents or cause any such transaction to be rescinded following such consummation, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist.

(c) Closing Documents. The Buyer Company shall have delivered to the Sellers (i) an executed copy of each Transaction Document to which it is a party and (ii) the deliveries required by Sections 4.2(ii) and 4.3(b).

(d) Consents and Approvals. All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents and approvals of Governmental Authorities referred to in Sections 5.2(b), 6.4(a) and 7.4(a).

Section 11.3 Frustration of Closing Conditions

Neither the Sellers nor the Buyer Company may rely on the failure of any condition set forth in this Article XI to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Closing to occur, as required by Section 9.1.

Section 11.4 Specific Performance

Each Party shall be entitled to specific performance in the event the other Party fails to perform any of its obligations which are conditions to the Closing.

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ARTICLE XII.

TERMINATION

Section 12.1 Termination of Agreement

The Parties may terminate this Agreement as provided below:

(a) The Parties may terminate this Agreement by mutual written consent of the Sellers and the Buyer Company at any time prior to the Closing.

(b) The Buyer Company may terminate this Agreement by giving written notice to the Sellers at any time prior to the Closing (i) in the event the Sellers, Holdco or the TARGET have breached any material representation, warranty or covenant contained in this Agreement, the Buyer Company has notified the Sellers of the breach, and, if of a type which can be cured, the breach has continued without cure for a period of thirty (30) days after the notice of breach, (ii) if the Closing shall not have occurred on or before April 30, 2008 (“Termination Date”), and neither the Buyer Company nor the Buyer Parent is in breach, at the time the Buyer Company provides such notice, of any material representation, warranty or covenant (other than the covenant to consummate the Closing) contained in this Agreement, or (iii) if the financing under the Financing Documents is not received by the Buyer Parent or one or more of its Affiliates, in which case payment of the Termination Fee to the Sellers’ Representative for the account of the Sellers, shall be due within five (5) business days of such termination.

(c) The Sellers may terminate this Agreement by giving written notice to the Buyer Company at any time prior to the Closing (i) in the event the Buyer Company or Buyer Parent has breached any material representation, warranty or covenant contained in this Agreement, the Sellers have notified the Buyer Company of the breach, and, if of a type which can be cured, the breach has continued without cure for a period of thirty (30) days after the notice of breach, or (ii) if the Closing shall not have occurred on or before the Termination Date, by reason of the failure of any condition precedent under Section 11.2 (unless the failure results primarily from Holdco, the Sellers or the TARGET breaching any Material representation, warranty or covenant contained in this Agreement).

Section 12.2 Effect of Termination

(a) Notwithstanding any other provision in this Article XII, (i) in the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(ii) at a time when (A) all of the conditions precedent set forth in Section 11.1 of this Agreement have been satisfied (except for any such condition that by its nature is to be satisfied by actions to be taken at the Closing by a Seller or Sellers’ Representative if such Party would be, at the time of termination, prepared and able to take such actions) and (B) the Buyer Company has no right to terminate this Agreement at such time pursuant to Section 12.1(b)(iii), then the Buyer Company shall pay to the Sellers’ Representative on account of the Sellers an amount equal to one half (1/2) of the Termination Fee within five (5) business days of such termination and the Sellers sole and exclusive remedy shall be their entitlement to one half (1/2) of the Termination Fee in the aggregate from the Buyer Company and the Buyer Parent, such payment to be made to the Sellers’ Representative, (ii) in the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(ii) at a time when (A) all of the conditions precedent set forth in Section 11.1 of this Agreement have been satisfied (except for any such condition that by its nature is to be satisfied by actions to be taken at the Closing by a Seller or Sellers’ Representative if such Party would be, at the time of termination, prepared and able to take such actions) and (B) the Buyer Company has a right to terminate this Agreement at such time pursuant to Section 12.1(b)(iii), then the Buyer Company shall pay to the Sellers’ Representative on account of the Sellers an amount equal to the Termination Fee within five (5) business days of such termination and the Sellers sole and exclusive remedy shall be their entitlement to the Termination Fee in the aggregate from the Buyer Company and the Buyer Parent, such payment to be made to the Sellers’ Representative, and (iii) in the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(ii) at a time when one or more of the conditions precedent set forth in Section 11.1 of this Agreement have not been satisfied (except for any such condition that by its nature is to be satisfied by actions to be taken at the Closing by a Seller or Sellers’ Representative if such Party would be, at the time of termination, prepared and able to take such actions), then the Buyer

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Company shall not be obligated to pay any portion of the Termination Fee. Nothing contained in this Section 12.2(a) shall limit or restrict the Buyer Company’s right to terminate this Agreement under Section 12.1(b)(i).

(b) Except as otherwise provided in this Section 12.2, if either Party terminates this Agreement pursuant to Section 12.1, all rights and obligations of the Parties hereunder shall terminate without any liability of either Party.

(c) In the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(i), the Buyer Company shall be entitled to pursue all legal and equitable remedies against the Sellers for such breach.

(d) In the event the Sellers terminate this Agreement pursuant to Section 12.1(c)(i), the Sellers shall be entitled to pursue all legal and equitable remedies against the Buyer Company for such breach.

(e) In the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(iii), the Sellers sole and exclusive remedy shall be their entitlement to the Termination Fee from the Buyer Company and the Buyer Parent, such payment to be made to the Sellers’ Representative.

(f) All costs, fees and expenses (including reasonable attorney’s fees and expenses) incurred by the nonbreaching Party in connection with enforcing its rights hereunder with respect to a breach shall be paid by the breaching Party.

ARTICLE XIII.

MISCELLANEOUS

Section 13.1 Treatment of Confidential Information

(a) The Sellers and the TARGET acknowledge that they have had in the past, currently have and in the future may have access to Confidential Information with respect to the Business of the TARGET and its Subsidiaries and the Buyer Company and their respective Affiliates. The Sellers and the TARGET agree that they will keep confidential all such Confidential Information furnished to them and, except with the specific prior written consent of the Buyer Company, will not use any such Confidential Information and will not disclose any such Confidential Information to any Person except (i) Representatives of the Buyer Company and its Affiliates and (ii) their own Representatives, provided that these Representatives agree to the confidentiality provisions of this Section 13.1; provided, however, that, for purposes of this Section 13.1(a), Confidential Information does not include such information as (i) becomes known to the public generally through no fault of the Sellers or their Representatives or (ii) is required to be disclosed by law or the order of any Governmental Authority under color of law, provided, that prior to the disclosure by the Sellers of any information under this clause (ii), the Sellers will give prior written notice to the Buyer Company of the circumstances requiring disclosure and provide the Buyer Company with the opportunity to contest that disclosure. Notwithstanding the above, in the event that this Agreement is terminated prior to Closing, the Sellers shall have no obligation to the Buyer Company with respect to Confidential Information except with respect to Confidential Information relating to the Buyer Company and its Affiliates.

(b) Because of (i) the difficulty of measuring economic losses as a result of the breach of the foregoing covenants in Section 13.1(a) and (ii) the immediate and irreparable damage that would be caused to the Buyer Company for which it would have no other adequate remedy, the Sellers and the TARGET agree that, in the event of a breach or threatened breach by the Sellers and the TARGET of the provisions of this Section 13.1 with respect to any Confidential Information, the Buyer Company and its

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successors and assigns shall be entitled to seek an injunction restraining the Sellers and the TARGET from disclosing, in whole or in part, that Confidential Information (without the necessity of posting any bond or proving any actual damages, all of which are waived by the Sellers). Nothing herein shall be construed as prohibiting the Buyer Company from pursuing any other available remedy for that breach or threatened breach, including the recovery of damages.

Section 13.2 Assignment; No Third Party Beneficiaries

This Agreement and the rights of the Parties hereunder may not be assigned without the prior written consent of (i) the Buyer Company, in the case of any attempted assignment by the TARGET or the Sellers, or (ii) the Sellers, in the case of any attempted assignment by the Buyer Company and will be binding on and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 13.2 shall be void; provided that, the Buyer Company may make the following assignments in its sole discretion: (x) the Buyer Company may (at any time prior to the Closing) assign, in whole or in part, its rights and obligations pursuant to this Agreement to one or more of its Affiliates (including Affiliates which may be organized subsequent to the Effective Date) so long as such assignment would not substantially delay or be likely to cause the rejection of the requisite regulatory approvals; (y) the Buyer Company may assign its rights under this Agreement for collateral security purposes to any lenders providing financing to the Buyer Company or any of its Affiliates; and (z) the Buyer Company may assign its rights under this Agreement, in whole or in part, to any subsequent purchaser of the Purchased Shares or the assets of Holdco, the TARGET and its Subsidiaries; provided, however, no such assignment shall release the Buyer Company of any of its obligations hereunder unless the Sellers shall otherwise consent. Neither this Agreement nor any other Transaction Document is intended, or shall be construed, deemed or interpreted, to confer on any Person not a party hereto (or a permitted assignee thereof) or thereto any rights or remedies hereunder or thereunder, except as Article X or Section 9.13 provides or as otherwise provided expressly herein.

Section 13.3 Entire Agreement; Amendment; Waivers

This Agreement, which includes the Exhibits and the Schedules hereto, and the documents delivered hereunder constitute the entire agreement and understanding between the Parties and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement, including the Letter of Intent. This Agreement may be amended, and any right hereunder may be waived, if, but only if, that amendment or waiver is in writing and signed by the Parties affected by such amendment. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof.

Section 13.4 Expenses

(a) Except as set forth in (b) below, (i) the Buyer Company will pay its fees, expenses and disbursements in connection with the subject matter of this Agreement, and (ii) the Sellers will pay their fees, expenses and disbursements in connection with the subject matter of this Agreement. The Sellers will timely file all necessary documentation and Returns with respect to all Transfer Taxes and timely make payment thereof as required by Section 9.6. The Sellers will provide the Buyer Company with such documentation and Returns and related work papers and supporting information for its review and comment at least seven (7) business days prior to the due date thereof. The Buyer Company shall reimburse the Sellers for one half (1/2) of the Transfer Taxes within five (5) business days of a request therefor. Except of the Transfer Taxes, the Sellers acknowledge that they, and not the Buyer Company, will pay all Taxes due by it under applicable Legal Requirements with respect to any consideration payable to the Sellers under the Transaction Documents. If filing is required, the Sellers, on the one hand, and the Buyer Company, on the other hand, will each pay one-half of the filing fees required by the HSR Act in connection with the filings to be made by them thereunder.

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(b) If the purchase of the Purchased Shares is not consummated, the Buyer Company and the Sellers shall split evenly the fees, expenses and disbursements in connection with the Restructuring, including the retention of local counsel and lobbyists in the following jurisdictions: New York, Rhode Island, District of Columbia and West Virginia (collectively, the “Regulatory Expenses”). If the purchase of the Purchased Shares is consummated, the Buyer Company shall be responsible for all Regulatory Expenses. The Buyer Company shall be responsible for all expenses related to certificate of need consultants in any jurisdiction.

Section 13.5 Notices

All notices required or permitted hereunder must be in writing and will be deemed to be delivered and received (i) if personally delivered or if delivered by facsimile or courier service, when actually received by the Party to whom notice is sent or (ii) if deposited with the United States Postal Service (whether actually received or not), at the close of business on the third business day next following the day when placed in the mail, postage prepaid, certified or registered with return receipt requested, addressed to the appropriate Party or Parties, at the address of such Party or Parties set forth below (or at such other address as such Party may designate by written notice to all other Parties in accordance herewith):

(i) If to the Buyer Company:

Amedisys TLC Acquisition, L.L.C.

5959 S. Sherwood Forest Blvd.

Baton Rouge, LA 70816

Telecopy: (225) 292-8163

Attn:     Larry Graham

             President

with copies, which shall not constitute notice to the Buyer

Company, to:

Kantrow, Spaht, Weaver & Blitzer (APLC)

445 North Boulevard, Suite 300

Baton Rouge, LA 70802

Telecopy: (225) 383-4703

Attn:     Lee C. Kantrow, Esq.

If to the Buyer Parent:

Amedisys, Inc.

5959 S. Sherwood Forest Blvd.

Baton Rouge, LA 70816

Telecopy: (225) 292-8163

Attn:     Larry Graham

             President

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(iii) If to the Sellers, Holdco or the TARGET:

TLC Holdings I Corp.

c/o Arcapita Inc.

75 Fourteenth Street

Atlanta, Georgia 30309

Attention:     Charles H. Ogburn

                      Jack Draughon

Telephone No.: (404) 920-9000

Facsimile No.: (404) 920-9001

with copies, which shall not constitute notice to the Sellers, to:

King & Spalding LLP

1180 Peachtree Street

Atlanta, Georgia 30309

Telecopy: (404) 572-5132

Attn:     Jon R. Harris, Jr., Esq.

The address to which notices are to be given may be changed by notice given in accordance with this Section 13.5.

Section 13.6 Governing Law

This Agreement and the rights and obligations of the Parties hereto shall be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 13.7 Exercise of Rights and Remedies

Except as this Agreement otherwise provides, no delay or omission in the exercise of any right, power or remedy accruing to any Party hereto as a result of any breach or default hereunder by any other Party hereto will impair any such right, power or remedy, nor will it be construed, deemed or interpreted as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor will any waiver of any single breach or default be construed, deemed or interpreted as a waiver of any other breach or default hereunder occurring before or after that waiver. Subject to the provisions of Article X and Section 9.13, no right, remedy or election under any term of this Agreement gives will be deemed exclusive, but each will be cumulative with all other rights, remedies and elections available under the terms of this Agreement.

Section 13.8 Reformation and Severability

If any provision of this Agreement is invalid, illegal or unenforceable, that provision will, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the Parties hereto as expressed herein, and if such a modification is not possible, that provision will be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

Section 13.9 Counterparts

This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Any counterpart of this agreement

69

which has attached to it one or more separate signature pages, which together contain the signatures of all of the Parties hereto, shall for all purposes be deemed a fully-executed original of this Agreement. A signature of any Party to this Agreement transmitted by facsimile or other electronic means shall be deemed to be such Party’s original signature for all purposes.

Section 13.10 Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.

Section 13.11 Payments to the Sellers’ Representative

The Buyer Company will have no liability or obligation for the Pro Rata Share paid or to be paid by the Sellers’ Representative to each Seller, non-Seller Optionholder and non-Seller Warrantholder, as the case may be, and the Buyer Company’s sole obligation under this Agreement shall be to pay to the Sellers’ Representative payments to be paid by it to the Sellers’ Representative in accordance with the terms of this Agreement. Each Seller expressly authorizes the Buyer Company and the Escrow Agent to make all payments to which such Seller is entitled under this Agreement to the Sellers’ Representative and agrees and confirms that payment thereof by the Buyer Company shall constitute payment by the Buyer Company to such Seller.

ARTICLE XIV.

SELLERS’ REPRESENTATIVE; POWER OF ATTORNEY

Section 14.1 Sellers’ Representative

(a) Each of the Sellers irrevocably hereby constitutes and appoints Arcapita Inc. as its, his or her true and lawful attorney-in-fact, agent and representative (the “Sellers’ Representative”), with full power of substitution and resubstitution, for it, him or her and in its, his or her name, place and stead, in any and all capacities, to negotiate and sign all amendments to this Agreement, and all other documents in connection with the Transactions, including without limitation those instruments called for by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or that may otherwise be necessary or appropriate in connection with this Agreement or any of the foregoing agreements or instruments, granting unto the Sellers’ Representative, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative, or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey his, her or its Purchased Shares in accordance with the terms hereof, to receive and give receipt for all consideration due him, her or it pursuant to this Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to agree to, negotiate, enter into and provide amendments, supplements and waivers, to receive all notices, requests and demands that may be made under and in respect of and pursuant to this Agreement. The Sellers’ Representative shall receive no compensation for his services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. Should the Sellers’ Representative be unable or unwilling to serve or appoint his, her or its successor to serve in his, her or its stead, the Sellers may appoint a successor to serve in his, her or its stead. The Sellers’ Representative shall be entitled to rely, and shall be fully protected in relying, upon (i) any statements or other information furnished to it by any Seller or the Buyer Company, (ii) any statements, other information or advice furnished to it by any advisor (including accountants consulted by

70

the Buyer Company) or counsel, and (iii) any other evidence reasonably deemed by the Sellers’ Representative, in its sole discretion, to be reliable. The Sellers’ Representative shall be entitled to retain counsel and other advisors (including accountants) and to incur such expenses as the Sellers’ Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Sellers’ Representative shall be paid by the Sellers pro rata based on each Seller’s Pro Rata Share. The provisions of this Section 14.1 shall survive the termination of this Agreement.

(b) A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all of the Sellers and shall be final, binding and conclusive upon each and every Seller, and the Buyer Company and, following the Closing, the TARGET, may rely upon any decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. Each of the Buyer Company and, following the Closing, the TARGET is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative.

(c) The Sellers’ Representative intervenes herein to agree to the terms of this Agreement applicable to the Sellers’ Representative.

ARTICLE XV.

INTERVENTION BY THE BUYER PARENT

Section 15.1 Limited Payment Guaranty by the Buyer Parent

(a) The Buyer Parent hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely a surety, to the Sellers the due and punctual payment by the Buyer Company of all amounts owed to the Sellers’ Representative on behalf of the Sellers under this Agreement when due and payable; provided, however, that the Buyer Parent’s liability as set forth in this Section 15.1(a) shall be limited to, and shall not in any way or circumstance exceed, an amount equal to the Termination Fee. This is a guarantee of payment only and the Buyer Parent is in no way guaranteeing the performance by the Buyer Company of any of the obligations in this Agreement. The liability of the Buyer Parent as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement or any other Transaction Document or otherwise) or any forbearance, neglect or delay in seeking performance of the payment obligations hereby imposed or any granting of time for such payment. Buyer Parent hereby waives all defenses otherwise available to a guarantor or surety other than fraud, bad faith, payment in full, and accord and satisfaction.

(b) This limited payment guarantee is to be a continuing security of Sellers for all payment obligations owed by the Buyer Company. This guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the obligations under this Section 15.1 is rescinded or must otherwise be returned by Sellers upon the insolvency, bankruptcy or reorganization of Buyer Parent or otherwise, all as though such payment had not been made. This is a guarantee of payment and not of collection only.

(c) Notwithstanding any provision of this Agreement to the contrary, in the event the Buyer Company terminates this Agreement pursuant to Section 12.1(b)(iii), the Buyer Parent agrees to make payment of the Termination Fee within five (5) business days of such termination to the Sellers’ Representative. In the event Buyer Company terminates pursuant to Section 12.2(a), the Buyer Parent agrees to make payment of one half (1/2) of the Termination Fee within five (5) business days of such termination to the Sellers’ Representative.

71

(d) The Buyer Parent agrees to use commercially reasonable efforts to obtain the financing under the Financing Documents and, upon obtaining such financing, agrees to make such financing available to the Buyer Company in order for the Buyer Company to consummate the purchase of the Purchased Shares under this Agreement.

Section 15.2 Other Provisions

The Buyer Parent agrees to the provisions of Sections 13.5, 13.6 and 13.9.

[Signatures appear on following page]

72

IN WITNESS WHEREOF, the Parties have executed this Purchase and Sale Agreement on the Effective Date.

BUYER COMPANY:
AMEDISYS TLC ACQUISITION, L.L.C.
By:		/s/ Larry R. Graham
	Name:	Larry R. Graham
	Title:	President of company and President of sole member and manager of company, Amedisys Holding, L.L.C.
BUYER PARENT solely for purposes of
Article XV:
AMEDISYS, INC.
By:		/s/ Larry R. Graham
	Name:	Larry R. Graham
	Title:	President and Chief Operating Officer

[Signature Page to SPA]

TARGET:
TLC HEALTH CARE SERVICES, INC.
By:		/s/ Edward R. Casas
	Name:	Edward R. Casas
	Title:	Chairman of the Board

[Signature Page to SPA]

TARGET MINORITY SECURITYHOLDERS:
By:	/s/ Wesley N. Perry
	Wesley N. Perry
By:	/s/ Willard T. Derr
	Willard T. Derr
By:	/s/ Carolina Conn
	Carolina Conn
By:	/s/ David Frank
	David Frank
By:	/s/ Paul Oettinger
	Paul Oettinger
By:	/s/ Judy M. Robbins
	Judy M. Robbins
By:	/s/ Michael McMaude
	Michael McMaude

[Signature Page to SPA]

HOLDCO:
TLC HOLDINGS I CORP.
By:	/s/ Henry A. Thompson
	Name:	Henry A. Thompson
	Title:	Director

[Signature Page to SPA]

HOLDCO SECURITYHOLDERS:
HOMECARE CAPITAL LIMITED
By:	/s/ Mohamed Noorddin
	Name:	Mohamed Noorddin
	Title:	Director
HEALTHCARE CAPITAL LIMITED
By:	/s/ Mohamed Noorddin
	Name:	Mohamed Noorddin
	Title:	Director
MEDICAL CAPITAL LIMITED
By:	/s/ Mohamed Noorddin
	Name:	Mohamed Noorddin
	Title:	Director
OUTPATIENT CAPITAL LIMITED
By:	/s/ Mohamed Noorddin
	Name:	Mohamed Noorddin
	Title:	Director
TREATMENT CAPITAL LIMITED
By:	/s/ Mohamed Noorddin
	Name:	Mohamed Noorddin
	Title:	Director
TENDER LOVING CARE HOLDINGS LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director

[Signature Page to SPA]

AMITY INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
BRACE INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
COALITION INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
ENABLE INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
FEDERATION INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
GROUP INVESTMENTS III LIMITED
By:	/s/ Henry A. Thompson
	Name:	Henry A. Thompson
	Title:	Director

[Signature Page to SPA]

LEAGUE INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
ORDER INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
PATRON INVESTMENTS III LIMITED
By:	/s/ Henry A. Thompson
	Name:	Henry A. Thompson
	Title:	Director
SOCIETY INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
TUTOR INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
JOINT INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director

[Signature Page to SPA]

MATRIX INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
UNITED INVESTMENTS III LIMITED
By:	/s/ Henry A. Thompson
	Name:	Henry A. Thompson
	Title:	Director
YIELD INVESTMENTS III LIMITED
By:	/s/ Mohammed Chowdhury
	Name:	Mohammed Chowdhury
	Title:	Director
ARCAPITA INCENTIVE PLAN LIMITED
By:	/s/ Henry A. Thompson
	Name:	Henry A. Thompson
	Title:	Director

[Signature Page to SPA]

SELLERS’ REPRESENTATIVE:
ARCAPITA INC.
By:	/s/ John A. Draughon, Jr.
	Name:	John A. Draughon, Jr.
	Title:	Director

[Signature Page to SPA]

[Disclosure Schedules and Exhibits intentionally omitted from filing due to immateriality]

EX-2.2

Exhibit 2.2

EXECUTION VERSION

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 25, 2008, is made and entered into by and among Amedisys, Inc., a Delaware corporation (the “Buyer Parent”), Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer Company”), TLC Health Care Services, Inc., a Delaware corporation (the “TARGET”), TLC Holdings I Corp., a Delaware corporation (“Holdco”), and Arcapita Inc., a Delaware corporation, as Sellers’ Representative on behalf of (i) the shareholders of the TARGET other than Holdco (all said persons, the “TARGET Minority Securityholders”), and (ii) the shareholders of Holdco (the “Holdco Securityholders”).

W I T N E S S E T H:

WHEREAS, the parties hereto are parties to that certain Purchase and Sale Agreement, dated as of February 18, 2008 (the “PSA”); and

WHEREAS, the parties hereto wish to amend the PSA in certain respects.

NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Amendment of Section 1.1. All capitalized terms, unless otherwise defined or amended herein, shall have the meanings ascribed to such terms in the PSA. Section 1.1 of the PSA is hereby amended as follows:

(a) The definitions of “Assets to be Divested,” “Divested Asset Proceeds” and “Retained Assets Value Amount” shall be deleted in their entirety.

(b) The following definitions shall be added in their applicable alphabetical location:

“New Holdco” has the meaning Section 3.2(a) specifies.

“New Holdco Pro Rata Share” has the meaning Section 3.2(a) specifies.

“New Holdco Stock” has the meaning Section 3.2(a) specifies.

“Reimbursed Expenses” has the meaning Section 3.2(d) specifies.

“WV Sub” has the meaning Section 3.2(a) specifies.

(c) The definition of “Initial Payment Amount” shall be deleted and replaced in its entirety with the following:

“Initial Payment Amount” has the meaning Section 3.1(b) specifies.

Section 2. Amendment of Section 3.2. Section 3.2 of the PSA is hereby deleted and replaced in its entirety with the following:

(a) The Parties shall negotiate in good faith and use commercially reasonable efforts to agree upon alternative structures for the Transactions to facilitate prompt Closing in consultation with all relevant Governmental Authorities. In the jurisdictions of Rhode Island and the District of Columbia, subject to applicable regulatory requirements, the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiary’s) operations in Rhode Island and the District of Columbia and obtain subsequent Governmental Approval. In the jurisdiction of New York, subject to applicable regulatory requirements (including without limitation the availability of the alternative procedure to permit Closing prior to obtaining regulatory approval and assurances as to related licenses), the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiaries’) operations in New York and obtain subsequent Governmental Approval. In the jurisdiction of West Virginia, subject to applicable regulatory requirements, the TARGET will contribute the sole membership interest of Tender Loving Care Health Care Services of West Virginia, LLC (the “WV Sub”) (which, at the time of such contribution, will hold all of the TARGET’s (or its Subsidiaries’) Agencies and related assets in West Virginia) to a new corporation (“New Holdco”) in exchange for all of the outstanding stock of New Holdco (the “New Holdco Stock”) and, on the Closing Date but immediately prior to the Closing, the TARGET will transfer all of the New Holdco Stock to the Holdco Securityholders in proportion to their ownership of the Holdco Shares. For purposes of this Agreement, “New Holdco Pro Rata Share” shall mean the quotient obtained by dividing the aggregate number of shares of the New Holdco Stock held by such Holdco Securityholder by the aggregate number of outstanding shares of the New Holdco Stock held by all Holdco Securityholders. The formation of New Holdco, the transfer of the WV Sub to New Holdco, and the transfer of the New Holdco Stock to the Holdco Securityholders pursuant to this Section 3.2(a) shall be referred to as the “Restructuring.” The indirect ownership interest in the WV Sub and the Agencies and related assets in West Virginia that is represented by the New Holdco Stock shall be referred to as “TLC Retained Assets.”

(b) With respect to the TLC Retained Assets, subject to and in accordance with all applicable regulatory requirements, the Buyer Company (or one of its Affiliates) shall provide all necessary support services for the related Agencies currently provided by the TARGET, including regulatory compliance, IT, clinical care support services, training and back office support, pursuant to an agreement between the Buyer Company and the WV Sub to be executed as of the Closing (the “Shared Services Agreement”) in a form agreed to by the Parties, consistent with all applicable regulatory requirements. The Buyer Company shall be paid a fair market value services fee to be mutually agreed upon by the Parties and to be set forth in the Shared Services Agreement. The Sellers shall cause New Holdco, the WV Sub, and the TLC Retained Assets to be free of debt (other than accounts payable arising in the ordinary course of business) and to retain all cash and shall not direct the distribution of cash or earnings from the TLC Retained Assets outside the ordinary course of business, all as more specifically mutually agreed upon in the Shared Services Agreement and other Transaction Documents.

(c) The Parties agree that the fair market value of the TLC Retained Assets is Eight Hundred Fifty Seven Thousand Dollars ($857,000) (the “Retained Assets Escrow Amount”). At the Closing, the Buyer Company shall deposit with HSBC (the “Retained Assets Escrow Agent”), by wire transfer of immediately available funds, an amount equal

2

to the Retained Assets Escrow Amount, such amount to constitute an escrow fund (the “Retained Assets Escrow Fund”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit E (the “Retained Assets Escrow Agreement”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative. The Retained Assets Escrow Fund, including all accumulated earnings thereon, shall be released to the Sellers’ Representative for the benefit of the Holdco Securityholders at a subsequent closing to be held promptly upon the Buyer Company obtaining regulatory approvals in West Virginia at which closing the New Holdco Stock will be transferred back to the TARGET (i.e., the transfer of the New Holdco Stock to the Holdco Securityholders shall be rescinded and Buyer Company will indirectly own the TLC Retained Assets). Promptly after release of the Retained Assets Escrow Fund, including all accumulated earnings thereon, to the Sellers’ Representative, the Sellers’ Representative shall distribute such amounts (subject to deductions for expenses, if any, as provided in the Retained Assets Escrow Agreement) to the Holdco Securityholders in accordance with each Holdco Securityholder’s respective New Holdco Pro Rata Share.

(d) In the event the Buyer Company does not obtain the required regulatory approvals necessary for the Transactions to be consummated with respect to the Agencies and related assets of the Subsidiaries in West Virginia by February 28, 2010, or such later date as the Parties shall agree, or receives disapproval prior to such time, the Buyer Company and the Holdco Securityholders shall cooperate to divest the New Holdco Stock. The Holdco Securityholders shall appoint the Buyer Company as their exclusive agent to be responsible for marketing the New Holdco Stock to potential buyers. Upon the closing of the sale of the New Holdco Stock, (i) the TARGET shall receive all of the proceeds of the sale of the New Holdco Stock (whether such proceeds are equal to, higher than or lower than the Retained Assets Escrow Amount) and (ii) the Retained Assets Escrow Fund, including all accumulated earnings thereon, shall be released to the Sellers’ Representative for the benefit of the Holdco Securityholders. Within five (5) business days of the sale of the New Holdco Stock, the Buyer Company shall reimburse (or shall cause the TARGET to reimburse) the Sellers’ Representative for the transaction costs of the Holdco Securityholders (or the Sellers’ Representative on behalf of the Holdco Securityholders) incurred in connection with such sale (the “Reimbursed Expenses”). Promptly after receipt by the Sellers’ Representative of the Reimbursed Expenses, the Sellers’ Representative shall distribute the Retained Assets Escrow Fund, including all accumulated earnings thereon (subject to deductions for expenses, if any, as provided in the Retained Assets Escrow Agreement) to the Holdco Securityholders in accordance with each Holdco Securityholder’s respective New Holdco Pro Rata Share and shall apply the Reimbursed Expenses in a manner determined by the Sellers’ Representative to be appropriate.

(e) The obligations of the Parties pursuant to this Section 3.2 shall survive the Closing until the completion of the transactions contemplated thereby notwithstanding any other provision in this Agreement to the contrary.

Section 3. Amendment of Section 9.13. The existing Section 9.13(k) of the PSA shall be renumbered to read Section 9.13(l). Section 9.13 of the PSA shall be amended to provide for a new Section 9.13(k), which shall read as follows:

The federal income tax consequences, if any, of the transfer of the New Holdco shares to the Holdco Securityholders pursuant to Section 3.2 of this Agreement shall be subject to

3

the “next day” rule under Treas. Reg. §1.1502-76(b)(1)(ii)(B) (that is, reported by the Parties as occurring the day after the purchase and sale of the Purchased Shares).

Section 4. Amendment of Section 9.15. There shall be added to Section 9.15 at the end of such section the following:

Further, the Parties agree that the Employment Agreement with each of the Key Executives shall be terminated effective as of the Closing and that the employment of each Key Executives with TARGET shall be terminated as of such date. Upon such terminations, each Key Executive shall have no further right to any payments arising solely under his or her Employment Agreement except that such Key Executive shall be paid in a single lump sum payment the amount he or she is entitled to receive as severance under § 8(f) of such Employment Agreement upon a Change of Control (the aggregate amount thereof to be included in the Change of Control Payment Amount).

Section 5. Amendment of Schedule 7.9. Schedule 7.9 of the PSA shall be deleted in its entirety and replaced with Schedule 7.9 to this Amendment.

Section 6. Deletion of Schedules 3.2(c) and 3.2(d). Each of Schedules 3.2(c) and 3.2(d) to the PSA shall be deleted in its entirety.

Section 7. Affirmation of the PSA. The Parties hereby affirm their respective obligations to each other pursuant to the PSA, and affirm the PSA, as amended pursuant to this Amendment.

Section 8. No Other Modifications. Except as set forth herein, the terms and provisions of the PSA remain unmodified and in full force and effect; this Amendment and the PSA shall be read together as one agreement.

Section 9. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

4

EXECUTION VERSION

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

BUYER COMPANY:
AMEDISYS TLC ACQUISITION, L.L.C.
By	AMEDISYS HOLDING, L.L.C., its sole member and manager
By:	/s/ Dale E. Redman
	Name:	Dale E. Redman
	Title:	Vice President
BUYER PARENT:
AMEDISYS, INC.
By:	/s/ Dale E. Redman
	Name:	Dale E. Redman
	Title:	Chief Financial Officer

[Signature Page to First Amendment to Purchase and Sale Agreement]

TARGET:
TLC HEALTH CARE SERVICES, INC.
By:	/s/ Edward R. Casas
	Name:	Edward R. Casas
	Title:	Chairman of the Board
HOLDCO:
TLC HOLDINGS I CORP.
By:	/s/ Henry Thompson
	Name:	Henry Thompson
	Title:	Director
SELLERS’ REPRESENTATIVE:
ARCAPITA INC.
By:	/s/ John A. Draughon
	Name:	John A. Draughon
	Title:	Director

[Signature Page to First Amendment to Purchase and Sale Agreement]

EX-4.1

Exhibit 4.1

EXECUTION COPY

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

NOTE PURCHASE AGREEMENT

DATED MARCH 25, 2008

$35,000,000 6.07% SERIES A SENIOR NOTES DUE MARCH 25, 2013

$30,000,000 6.28% SERIES B SENIOR NOTES DUE MARCH 25, 2014

$35,000,000 6.49% SERIES C SENIOR NOTES DUE MARCH 25, 2015

TABLE OF CONTENTS

		Page
1.	AUTHORIZATION OF NOTES	1
2.	SALE AND PURCHASE OF NOTES	1
3.	CLOSING	2
4.	CONDITIONS TO CLOSING	2
	4.1.     Representations and Warranties	2
	4.2.     Performance; No Default	2
	4.3.     Compliance Certificates	2
	4.4.     Opinions of Counsel	3
	4.5.     Purchase Permitted By Applicable Law, Etc.	3
	4.6.     Sale of Other Notes	3
	4.7.     Payment of Special Counsel Fees	3
	4.8.     Private Placement Number	4
	4.9.     Changes in Corporate Structure	4
	4.10.  Funding Instructions	4
	4.11.  Related Transactions	4
	4.12.  Subsidiary Guaranty	4
	4.13.  Offeree Letter	4
	4.14.  Proceedings and Documents	5
5.	REPRESENTATIONS AND WARRANTIES OF THE ISSUERS	5
	5.1.     Organization; Power and Authority	5
	5.2.     Authorization, Etc.	5
	5.3.     Disclosure	5
	5.4.     Organization and Ownership of Shares of Subsidiaries; Affiliates	6
	5.5.     Financial Statements; Material Liabilities	7
	5.6.     Compliance with Laws, Other Instruments, Etc.	7
	5.7.     Governmental Authorizations, Etc.	7
	5.8.     Litigation; Observance of Agreements, Statutes and Orders	7
	5.9.     Taxes	8
	5.10.  Title to Property; Leases	8
	5.11.  Licenses, Permits, Etc.	8

i

TABLE OF CONTENTS

(continued)

		Page
	5.12.  Compliance with ERISA	9
	5.13.  Private Offering by the Issuers	9
	5.14.  Use of Proceeds; Margin Regulations	9
	5.15.  Existing Indebtedness; Future Liens	10
	5.16.  Foreign Assets Control Regulations, Etc.	10
	5.17.  Status under Certain Statutes	11
	5.18.  Environmental Matters	11
	5.19.  Ranking of Obligations	11
6.	REPRESENTATIONS OF THE PURCHASERS	12
	6.1.     Purchase for Investment	12
	6.2.     Source of Funds	12
	6.3.     Accredited Investor	13
7.	INFORMATION AS TO THE ISSUERS	14
	7.1.     Financial And Business Information	14
	7.2.     Officer’s Certificate	16
	7.3.     Visitation	17
8.	PAYMENT AND PREPAYMENT OF THE NOTES	18
	8.1.     Maturity	18
	8.2.     Optional Prepayments with Make-Whole Amount	18
	8.3.     Allocation of Partial Prepayments	18
	8.4.     Maturity; Surrender, Etc.	18
	8.5.     Purchase of Notes	19
	8.6.     Make-Whole Amount	19
	8.7.     Prepayment in Connection with a Disposition or Capital Stock Issuance	20
	8.8.     Prepayment in Connection with a Change of Control	21
9.	AFFIRMATIVE COVENANTS	22
	9.1.     Compliance with Law	22
	9.2.     Insurance	22
	9.3.     Maintenance of Properties	23
	9.4.     Payment of Taxes and Claims	23

ii

TABLE OF CONTENTS

(continued)

		Page
.	9.5.     Corporate Existence, Etc.	23
	9.6.     Books and Records	23
	9.7.     Ranking of Obligations	24
	9.8.     Subsidiary Guarantors	24
10.	NEGATIVE COVENANTS	25
	10.1.  Transactions with Affiliates	25
	10.2.  Merger, Consolidation, Etc.	25
	10.3.  Line of Business	26
	10.4.  Terrorism Sanctions Regulations	26
	10.5.  Liens	26
	10.6.  Sale of Assets	28
	10.7.  Financial Covenants	29
	10.8.  Clauses Restricting Subsidiary Distributions	30
	10.9.  Swap Contracts	31
	10.10. Amendments to Acquisition Documents	31
	10.11. Restricted Payments	31
11.	EVENTS OF DEFAULT	32
12.	REMEDIES ON DEFAULT, ETC.	34
	12.1.  Acceleration	34
	12.2.  Other Remedies	34
	12.3.  Rescission	35
	12.4.  No Waivers or Election of Remedies, Expenses, Etc.	35
13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	35
	13.1.  Registration of Notes	35
	13.2.  Transfer and Exchange of Notes	36
	13.3.  Replacement of Notes	36
14.	PAYMENTS ON NOTES	37
	14.1.  Place of Payment	37
	14.2.  Home Office Payment	37
15.	EXPENSES, ETC.	37

iii

TABLE OF CONTENTS

(continued)

		Page
	15.1.  Transaction Expenses	37
	15.2.  Survival	38
16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	38
17.	AMENDMENT AND WAIVER	38
	17.1.  Requirements	38
	17.2.  Solicitation of Holders of Notes	39
	17.3.  Binding Effect, etc.	39
	17.4.  Notes Held by the Issuers, etc.	39
18.	NOTICES	39
19.	REPRODUCTION OF DOCUMENTS	40
20.	CONFIDENTIAL INFORMATION	40
21.	SUBSTITUTION OF PURCHASER	41
22.	MISCELLANEOUS	42
	22.1.  Successors and Assigns	42
	22.2.  Payments Due on Non-Business Days	42
	22.3.  Accounting Terms	42
	22.4.  Severability	42
	22.5.  Construction, etc.	42
	22.6.  Counterparts	43
	22.7.  Governing Law	43
	22.8.  Jurisdiction and Process; Waiver of Jury Trial	43

iv

Schedule A	—	Information Relating to Purchasers
Schedule B	—	Defined Terms
Schedule 5.3	—	Disclosure Materials
Schedule 5.4	—	Subsidiaries of the Issuers and Ownership of Subsidiary Stock
Schedule 5.5	—	Financial Statements
Schedule 5.7	—	Governmental Authorizations
Schedule 5.15	—	Existing Indebtedness
Exhibit 1	—	Form of 6.07% Series A Senior Note due March 25, 2013
Exhibit 2	—	Form of 6.28% Series B Senior Note due March 25, 2014
Exhibit 3	—	Form of 6.49% Series C Senior Note due March 25, 2015
Exhibit 4.4(a)	—	Form of Opinion of Special Counsel for the Issuers
Exhibit 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
Exhibit 4.12	—	Subsidiary Guaranty

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

5959 S. Sherwood Forest Blvd.

Baton Rouge, Louisiana 70816

$35,000,000 6.07% SERIES A SENIOR NOTES DUE MARCH 25, 2013

$30,000,000 6.28% SERIES B SENIOR NOTES DUE MARCH 25, 2014

$35,000,000 6.49% SERIES C SENIOR NOTES DUE MARCH 25, 2015

March 25, 2008

To Each of The Purchasers Listed in

Schedule A Hereto:

Ladies and Gentlemen:

AMEDISYS, INC., a Delaware corporation (as further defined in Schedule A, the “Company”), and AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (as further defined in Schedule A, “Holding”; and together with the Company, the “Issuers”) each agrees with each of the purchasers identified in Schedule A attached hereto (each, a “Purchaser” and, collectively, the “Purchasers”) as set forth herein.

1. AUTHORIZATION OF NOTES.

The Issuers will authorize the issue and sale of (a) $35,000,000 aggregate principal amount of their 6.07% Series A Senior Notes due March 25, 2013 (the “Series A Notes”), (b) $30,000,000 aggregate principal amount of their 6.28% Series B Senior Notes due March 25, 2014 (the “Series B Notes”) and (c) $35,000,000 aggregate principal amount of their 6.49% Series C Senior Notes due March 25, 2015 (the “Series C Notes” and together with the Series A Notes and the Series B Notes, the “Notes”, such term to include any such Notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the respective forms set out in Exhibits 1, 2, and 3. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Issuers will issue and sell to each Purchaser and each Purchaser will purchase from the Issuers, at the Closing provided for in Section 3, Notes in the respective Series and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen LLP, One State Street, Hartford, CT 06103, at 10:00 a.m., local time, at a closing (the “Closing”) on March 26, 2008 or on such other Business Day thereafter on or prior to April 28, 2008 as may be agreed upon by the Issuers and the Purchasers. At the Closing the Issuers will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note for each Series to be so purchased (or such greater number of Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuers or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuers to account number 1578118901 at JPMorgan Chase Bank, N.A., 451 Florida Street, Suite B-110, Baton Rouge, Louisiana 70801, ABA 021000021; Attn: John Hatchett, Phone (225) 298-8821. If at the Closing the Issuers shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1. Representations and Warranties.

The representations and warranties of the Issuers in this Agreement and of the Original Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the Closing.

4.2. Performance; No Default.

The Issuers shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Issuers nor any of their Subsidiaries shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10.1 had such Section applied since such date.

4.3. Compliance Certificates.

(a) Officer’s Certificate. The Issuers shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

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(b) Secretary’s Certificate. Each of the Issuers and the Original Subsidiary Guarantors shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Documents to which it is a party.

4.4. Opinions of Counsel.

Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, counsel for the Issuers and the Original Subsidiary Guarantors, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Issuers hereby instruct their counsel to deliver such opinion to the Purchasers) and (b) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

4.5. Purchase Permitted By Applicable Law, Etc.

On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6. Sale of Other Notes.

Contemporaneously with the Closing the Issuers shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7. Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Issuers shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Issuers at least one Business Day prior to the Closing.

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4.8. Private Placement Number.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each Series of Notes.

4.9. Changes in Corporate Structure.

Neither Issuer shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10.  Funding Instructions.

At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Issuers confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4.11.  Related Transactions.

(a) The Issuers shall have entered into the Credit Agreement and shall have established pursuant thereto a senior unsecured credit facility providing for (a) a $250,000,000 revolving credit facility with a termination date of no earlier than March 25, 2013 and (b) a $150,000,000 term loan due no earlier than March 25, 2013.

(b) Pursuant to and in accordance with the terms of the TLC Stock Purchase Agreement, the Company or one of its Affiliates shall have acquired all of the issued and outstanding shares of Capital Stock of TLC Health Care Services, Inc. and TLC Holdings I Corp. (such transaction, the “TLC Acquisition”). The Issuers shall have delivered to the Purchasers true and correct copies of the fully executed TLC Acquisition Documents (including, without limitation, copies of the opinions (which opinions shall expressly provide that the Purchasers may rely thereon), delivered in connection with the consummation of the TLC Acquisition).

4.12.  Subsidiary Guaranty.

Each Original Subsidiary Guarantor shall have duly executed and delivered to the Purchasers a subsidiary guaranty in the form of Exhibit 4.12 (the “Subsidiary Guaranty”) and the Subsidiary Guaranty shall be in full force and effect.

4.13.  Offeree Letter.

Each of J.P. Morgan Securities, Inc. and UBS Securities LLC shall have delivered to the Issuers, their counsel, such Purchaser and its special counsel an offeree letter, in form and substance satisfactory to such Purchaser, confirming the manner of their offering of the Notes.

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4.14.  Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE ISSUERS.

The Issuers represent and warrant to each Purchaser that:

5.1. Organization; Power and Authority.

The Company is a corporation, and Holding is a limited liability company, each duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, and is duly qualified as a foreign corporation or limited liability company, as applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Issuer has the organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

5.2. Authorization, Etc.

The execution, delivery and performance by the Issuers of this Agreement and the Notes, and by the Original Subsidiary Guarantors of the Subsidiary Guaranty, have been duly authorized by all necessary organizational action on the part of such Persons. This Agreement constitutes, and upon the execution and delivery thereof each other Financing Document will constitute, a legal, valid and binding obligation of the Issuers and the Original Subsidiary Guarantors, as applicable, enforceable against the Issuers and the Original Subsidiary Guarantors, as applicable, in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3. Disclosure.

The Issuers, through their agents, J.P. Morgan Securities, Inc. and UBS Securities LLC, have delivered to each Purchaser a copy of a Private Placement Memorandum, dated February 2008 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Issuers and their Subsidiaries. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Issuers in connection with the transactions contemplated hereby and identified in Schedule 5.3,

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and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to March 11, 2008 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2007, there has been no change in the financial condition, operations, business, properties or prospects of either Issuer or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to either Issuer that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of each of the Issuers’ Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by such Issuer and each other Subsidiary, (ii) of each of the Issuers’ Affiliates, other than Subsidiaries, and (iii) of each of the Issuers’ directors and senior officers.

(b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by an Issuer and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by such Issuer or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, and in the case of the Original Subsidiary Guarantors, to execute and deliver the Subsidiary Guaranty and to perform the provisions thereof.

(d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to an Issuer or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary.

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5.5. Financial Statements; Material Liabilities.

The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

5.6. Compliance with Laws, Other Instruments, Etc.

The execution, delivery and performance by each of the Issuers and the Original Subsidiary Guarantors of the Financing Documents to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of either Issuer or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which either Issuer or any Subsidiary is bound or by which either Issuer or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to either Issuer or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to either Issuer or any Subsidiary.

5.7. Governmental Authorizations, Etc.

Except as set forth in Schedule 5.7, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by each of the Issuers and the Original Subsidiary Guarantors of the Financing Documents to which it is a party.

5.8. Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of either Issuer, threatened against or affecting either Issuer or any Subsidiary or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Issuers nor any of their Subsidiaries are in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or are in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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5.9. Taxes.

The Issuers and their respective Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which an Issuer or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Issuers do not know of any basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of each Issuer and its respective Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of each Issuer and its Subsidiaries that were owned immediately prior to the Closing have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2003.

5.10.  Title to Property; Leases.

The Issuers and their Subsidiaries have good title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by either Issuer or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11.  Licenses, Permits, Etc.

(a) The Issuers and their Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are deemed necessary for the operation of their respective businesses, without known conflict with the rights of others.

(b) To the best knowledge of the Issuers, no product of either Issuer or any of its Subsidiaries infringes in any material respect on any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

(c) To the best knowledge of the Issuers, there is no Material violation by any Person of any right of either Issuer or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by either Issuer or any of its Subsidiaries.

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5.12.  Compliance with ERISA.

(a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. Neither the Company nor any ERISA Affiliate has had a complete or partial withdrawal form any Multiemployer Plan that has resulted or could reasonably be expected to result in a Material liability under ERISA and neither the Company nor any ERISA Affiliate would become subject to any material liability under ERISA if the Company or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

(b) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Issuers to each Purchaser in the first sentence of this Section 5.12(b) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

5.13.  Private Offering by the Issuers.

Neither the Issuers nor anyone acting on their behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than 55 Institutional Investors (as defined in clause (c) of the definition of such term), including the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Issuers nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14.  Use of Proceeds; Margin Regulations.

The Issuers will apply the proceeds of the sale of the Notes to pay part of the costs of the TLC Acquisition and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve either Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Issuers and their Subsidiaries and neither Issuer has any present

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intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15.  Existing Indebtedness; Future Liens

(a) Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Issuers and their Subsidiaries as of December 31, 2007 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Issuers or their Subsidiaries. Neither Issuer nor any of their Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of such Issuer or such Subsidiary and no event or condition exists with respect to any Indebtedness of either Issuer or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Issuers nor any of their Subsidiaries have agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

(c) Neither Issuer nor any of their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Issuer or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Issuer, except as specifically indicated in Schedule 5.15.

5.16.  Foreign Assets Control Regulations, Etc.

(a) Neither the sale of the Notes by the Issuers hereunder nor the use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither Issuer nor any of their Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. Each Issuer and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else

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acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.17.  Status under Certain Statutes.

Neither the Issuers nor any of their Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

5.18.  Environmental Matters.

(a) Neither Issuer nor any of their Subsidiaries has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against either Issuer or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither Issuer nor any of their Subsidiaries has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c) Neither Issuer nor any of their Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by either Issuer or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

5.19.  Ranking of Obligations.

The Issuers’ obligations under this Agreement and the Notes will, upon issuance of the Notes, rank at least pari passu, without preference or priority, to all other unsecured, unsubordinated Indebtedness of the Issuers.

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6. REPRESENTATIONS OF THE PURCHASERS.

6.1. Purchase for Investment.

Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuers are not required to register the Notes.

6.2. Source of Funds.

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Issuers in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

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(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in either Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuers in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in either Issuer and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuers in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuers in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

6.3. Accredited Investor.

Each Purchaser severally represents that it is an “accredited investor”, as defined in Regulation D under the Securities Act.

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7. INFORMATION AS TO THE ISSUERS.

7.1. Financial and Business Information.

The Issuers shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the reporting requirements of the Exchange Act) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.amedisys.com) and shall have given each Purchaser prior notice, by electronic mail, of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the reporting requirements of the Exchange Act) after the end of each fiscal year of the Company, duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by

(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial

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statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in the course of their audit, such accountants have become aware that an Event of Default under Section 11(c) has occurred and is continuing as the result of a breach of Section 10.7, and, if they are aware that such Event of Default then exists, specifying the nature and period of the existence thereof,

provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event the Company shall separately deliver, concurrently with such Electronic Delivery, the Accountants’ Certificate;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by either Issuer or any Subsidiary of such Issuer to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, in connection with any proposed amendment to its bank documents or any documents governing its public securities, respectively, or if a Default or any Event of Default shall be continuing, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC, provided that the Company shall be deemed to have delivered such of the documents referred to in Section 7.1(c) as may be available on EDGAR and its home page on the worldwide web by making Electronic Delivery thereof;

(d) Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Issuers are taking or propose to take with respect thereto;

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(e) ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Issuers or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by either Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by either Issuer or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of either Issuer or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to either Issuer or any Subsidiary of such Issuer from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of either Issuer or any Subsidiary of such Issuer (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of either Issuer to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

7.2. Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):

(a) Covenant Compliance — the information required in order to establish whether the Company was in compliance with the requirements of Section 10.5(n),

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Section 10.6 and Section 10.7 during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations, in reasonable detail, of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation, in reasonable detail, of the amount, ratio or percentage then in existence);

(b) Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Issuers and their Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of either Issuer or any Subsidiary to comply with any Environmental Law if such failure to comply would be a breach of Section 9.1), specifying the nature and period of existence thereof and what action the Issuers shall have taken or propose to take with respect thereto; and

(c) Subsidiary Guarantors — a list of all Subsidiary Guarantors (or a statement that the list of Subsidiary Guarantors most recently delivered pursuant to this Section 7.2 remains unchanged) and a calculation of Subsidiary Debt as a percentage of Consolidated Total Tangible Assets, in each case as of the last day of the fiscal period covered by such financial statements.

7.3. Visitation.

The Issuers shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to, and during regular business hours of, the Issuers, to visit the principal executive office of the Issuers, to discuss the affairs, finances and accounts of the Issuers and their Subsidiaries with Senior Financial Officers, and (with the consent of the Issuers, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Issuers, which consent will not be unreasonably withheld) to visit, at the expense of such holder, the other offices and properties of the Issuers and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Issuers, to visit and inspect any of the offices or properties of the Issuers or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Issuers authorize said accountants to discuss the affairs, finances and accounts of the Issuers and their Subsidiaries), all at such times and as often as may be requested.

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8. PAYMENT AND PREPAYMENT OF THE NOTES.

8.1. Maturity.

As provided therein, the entire unpaid principal balance of (a) the Series A Notes shall be due and payable on March 25, 2013, (b) the Series B Notes shall be due and payable on March 25, 2014 and (c) the Series C Notes shall be due and payable on March 25, 2015.

8.2. Optional Prepayments with Make-Whole Amount.

The Issuers may, at their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate original principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Issuers will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Issuers shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

8.3. Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding (regardless of Series) in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.4. Maturity; Surrender, Etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuers shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuers and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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8.5. Purchase of Notes.

The Issuers will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Issuers will promptly cancel all Notes acquired by them or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.6. Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury

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security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series of Notes.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1. If an Interest Rate Increase Period shall be in effect at the time of any computation of the Make-Whole Amount, “Remaining Scheduled Payments” shall include interest at the rate in effect on the Notes during such period and such period shall be deemed to expire on the last day of the fourth consecutive fiscal quarter after it commenced.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

8.7. Prepayment in Connection with a Disposition or Capital Stock Issuance.

(a) Notice and Offer. In the event the Net Cash Proceeds of a Disposition are to be used to make an offer (an “Applicable Prepayment Offer”) to prepay Notes pursuant to Section 10.6 of this Agreement (a “Debt Prepayment Transfer”), or in the event that there is a Capital Stock Issuance, the Issuers will give written notice of such Debt Prepayment Transfer or Capital Stock Issuance to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of either (x) the Net Cash Proceeds in respect of such Debt Prepayment Transfer, or (y) 50% of the Net Cash Proceeds of such Capital Stock Issuance, on a date specified in such notice (the “Applicable Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Applicable Prepayment Date. If the Applicable Prepayment Date shall not be specified in such notice, the Applicable Prepayment Date shall be the thirtieth (30th) day after the date of such notice.

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(b) Acceptance and Payment. To accept such Applicable Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Issuers not later than twenty (20) days after the date of such written notice from the Issuers, provided, that failure to accept such offer in writing within twenty (20) days after the date of such written notice shall be deemed to constitute a rejection of the Applicable Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to not less than such holder’s Ratable Portion of the Net Cash Proceeds in respect of such Debt Prepayment Transfer or of 50% of the Net Cash Proceeds of such Capital Stock Issuance, as the case may be) shall be due and payable on the Applicable Prepayment Date. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Applicable Prepayment Date determined as of the date of such prepayment.

(c) Other Terms. Each offer to prepay the Notes pursuant to this Section 8.7 shall specify (i) the Applicable Prepayment Date, (ii) the Net Cash Proceeds in respect of the applicable Debt Prepayment Transfer or Capital Stock Issuance, as the case may be, (iii) that such offer is being made pursuant to Section 8.7 and Section 10.6 of this Agreement, in the case of a prepayment in respect of a Debt Prepayment Transfer, or Section 8.7 of this Agreement only, in the case of a prepayment in respect of a Capital Stock Issuance, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Applicable Prepayment Date and (vi) in reasonable detail, the nature of the Disposition giving rise to such Debt Prepayment Transfer or the circumstances of such Capital Stock Issuance, as applicable, and certifying that no Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(d) Capital Stock Issuance. A “Capital Stock Issuance” means the issuance of any Capital Stock that results in the receipt by the Issuers of Net Cash Proceeds at a time when the ratio of Consolidated Total Debt, as of the last day of the fiscal quarter of the Issuers then most recently ended, to Consolidated Adjusted EBITDA for the four consecutive fiscal quarters of the Issuers ending on such last day, is equal to or greater than 2.50 to 1.00; provided, however, that a “Capital Stock Issuance” shall not include the issuance of any Capital Stock issued pursuant to a director or employee option plan or other employee benefit plan.

8.8. Prepayment in Connection with a Change of Control.

Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 8.8, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as each such term is defined below) in respect thereof and (c) offer to prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 60 days after the date of such Change of Control Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving

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written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), which specified date shall be a Business Day not less than 30 days nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Response Date shall be deemed to constitute rejection by such holder), at the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date but without premium. If any holder shall reject such offer on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.8 to require prepayment of all Notes held by such holder in respect of such Change of Control but not in respect of any subsequent Change of Control.

For purposes of this Section 8.8, any holder of more than one Note may act separately with respect to each Note so held (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held).

A “Change of Control” means at any time, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Company or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of the Company, or (b) the majority of the seats (other than vacant seats) on the Board of Directors of the Company cease to be occupied by Persons who are Continuing Directors.

9. AFFIRMATIVE COVENANTS.

The Issuers covenant that so long as any of the Notes are outstanding:

9.1. Compliance with Law.

Without limiting Section 10.4, each Issuer will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2. Insurance.

Each Issuer will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts

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(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

9.3. Maintenance of Properties.

Each Issuer will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent either Issuer or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and such Issuer has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4. Payment of Taxes and Claims.

Each Issuer will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of either Issuer or any Subsidiary, provided that neither the Issuers nor any of their Subsidiaries need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by such Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Issuer or such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5. Corporate Existence, Etc.

Subject to Section 10.2, each Issuer will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.2 and 10.6, each Issuer will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into such Issuer or a Wholly-Owned Subsidiary) and all rights and franchises of each Issuer and its Subsidiaries unless, in the good faith judgment of such Issuer, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

9.6. Books and Records.

Each Issuer will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Issuer or such Subsidiary, as the case may be.

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9.7. Ranking of Obligations.

Each Issuer will ensure that, at all times, all obligations of the Issuers under the Notes will rank at least pari passu, without preference or priority, with all other unsecured, unsubordinated Indebtedness of the Issuers.

9.8. Subsidiary Guarantors.

The Issuers shall cause each Significant Subsidiary (each, an “Original Subsidiary Guarantor”) to execute and deliver, on or before Closing, and thereafter shall cause each Subsidiary that becomes an Additional Significant Subsidiary, and any other Subsidiary that becomes a guarantor of Indebtedness outstanding under the Credit Agreement, to execute a Guaranty Joinder Agreement upon becoming an Additional Significant Subsidiary or such guarantor. The Issuers shall cause an original executed counterpart of such Guaranty Joinder Agreement to be delivered to each holder of Notes within 10 days thereafter. Notwithstanding the foregoing, in the event that

(a) any Subsidiary Guarantor is released from its guaranty or other obligations under the Credit Agreement,

(b) no Default or Event of Default exists or would exist immediately after such release,

(c) no claim has been made against such Subsidiary Guarantor under the Subsidiary Guaranty, and

(d) if the lenders under the Credit Agreement (or any of their Affiliates) have been or will be paid a fee or given any other remuneration in connection with the release of such Subsidiary Guarantor from such guaranty or other obligations, each holder of Notes has received, or will receive, as the case may be, such fee or other remuneration at the same time it has been or will be paid to such lenders and in an amount, per dollar of outstanding principal, that is equal to what is or will be paid to such lenders per dollar of credit at risk under the Credit Agreement (for the avoidance of doubt, “credit at risk” to be understood to mean the sum of outstanding principal plus the aggregate face amount of outstanding letters of credit plus, if no default or event of default under the Credit Agreement is then continuing, the aggregate undrawn amount of the Commitments, as such term is defined in the Credit Agreement),

the holders of Notes shall, upon written request from the Issuers and at their expense, release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to documents reasonably satisfactory to the Required Holders; provided that if, at any time after any such release, Subsidiary Debt shall exceed 10% of Consolidated Total Tangible Assets (determined as of the then most recently ended fiscal quarter of the Issuers), the Issuers shall cause such number of released Significant Subsidiaries to execute and deliver Guaranty Joinder Agreements to the holders of the Notes, promptly upon (and in any event with 15 days after) their request therefor, as shall be necessary so that, immediately after giving effect thereto, Subsidiary Debt shall not exceed 10% of Consolidated Total Tangible Assets (determined as of the then most recently ended fiscal quarter of the Issuers).

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10. NEGATIVE COVENANTS.

The Issuers covenant that so long as any of the Notes are outstanding:

10.1.   Transactions with Affiliates.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Issuers or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of such Issuer’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to such Issuer or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

10.2.   Merger, Consolidation, Etc.

Neither Issuer will, and neither Issuer will permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Issuer or such Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if such Issuer or such Subsidiary Guarantor, as the case may be, is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption, in form reasonably satisfactory to the Required Holders, of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes, or the Subsidiary Guaranty, as applicable, and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion, in form reasonably satisfactory to the Required Holders, of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and

(b) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of either Issuer or any Subsidiary Guarantor shall have the effect of releasing such Issuer or such Subsidiary Guarantor or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes or the Subsidiary Guaranty, as applicable.

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10.3.   Line of Business.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Issuers and their Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Issuers and their Subsidiaries, taken as a whole, are engaged, or proposed to be engaged, on the date of this Agreement as described in the Memorandum.

10.4.   Terrorism Sanctions Regulations.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or transactions with any such Person.

10.5.   Liens.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of such Issuer or Subsidiary, as the case may be, in conformity with GAAP;

(b) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(c) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness);

(d) any interest or title of a lessor under any lease entered into by the Issuers or any Subsidiary in the ordinary course of its business and covering only the assets so leased;

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(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Issuers or any of their Subsidiaries;

(f) Liens in existence on the date hereof securing Indebtedness referred to in item 2 of Schedule 5.15, provided that no such Lien is spread to cover any additional property after the date of Closing and that the amount of Indebtedness secured thereby is not increased;

(g) Liens securing Indebtedness of either Issuer or any of their Subsidiaries incurred in a sale-leaseback transaction to finance all or a portion of the Corporate Headquarters, or any expansion thereof or improvements thereto, provided that such Liens do not at any time encumber any property other than the Corporate Headquarters;

(h) Liens securing Indebtedness of such Issuer or Subsidiary, in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding, to finance the acquisition of assets, provided that (i) such Liens shall be created (or assumed) substantially simultaneously with the acquisition of such assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(i) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l) licenses of patents, trademarks and other intellectual property rights granted by such Issuer or Subsidiary in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Issuers or Subsidiary;

(m) Liens consisting of judgment or judicial attachment liens with respect to judgments that do not constitute an Event of Default; and

(n) Liens not otherwise permitted by the foregoing clauses of this Section 10.5 securing Indebtedness of the Issuers or any of their Subsidiaries (other than Indebtedness outstanding under the Credit Agreement), provided that the Indebtedness secured by such Liens does not at any time exceed 10% of Consolidated Total Tangible Assets.

If, notwithstanding the prohibition contained herein, the Issuers shall, or shall permit any of their Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of paragraphs (a) through (n) of this Section 10.5, it will

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make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property. Such violation of this Section 10.5 will constitute an Event of Default, whether or not provision is made for an equal and ratable Lien pursuant to this Section 10.5.

10.6. Sale of Assets.

Except as permitted under Section 10.2, neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, make any Disposition unless:

(a) in the good faith opinion of such Issuer, the Disposition is in exchange for consideration having a fair market value at least equal to that of the property exchanged and is in the best interest of such Issuer or such Subsidiary; and

(b) immediately after giving effect to the Disposition, no Default or Event of Default would exist; and

(c) immediately after giving effect to the Disposition, the Disposition Value of all property that was the subject of any Disposition (i) occurring in the then current fiscal year of such Issuer would not exceed 10% of Consolidated Total Tangible Assets determined as of the end of the then most recently ended fiscal year of such Issuer or (ii) occurring at any time subsequent to the date of Closing would not exceed 30% of Consolidated Total Assets determined as of the end of the then most recently ended fiscal year of such Issuer.

A Transfer shall not constitute a Disposition, solely for purposes of the foregoing clause (c), if an amount equal to the Net Cash Proceeds arising from such Transfer has been or will be applied within 365 days before or after the date such Transfer is consummated either to (i) a Property Reinvestment Application or, a Debt Prepayment Application.

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10.7. Financial Covenants.

(a) Total Leverage Ratio. The Issuers will not permit the ratio of Consolidated Total Debt, as of the last day of any fiscal quarter of the Issuers, to Consolidated Adjusted EBITDA for the four consecutive fiscal quarters ending on such last day to be greater than the ratio set forth below opposite the period in which such last day falls:

Testing Period	Ratio
Date of Closing through September 30, 2008	3.5 to 1.0
October 1, 2008 through September 30, 2009	3.0 to 1.0
October 1, 2009 and thereafter	2.5 to 1.0

provided, however, that, upon the written request of the Issuers, as of the last day of each of the four consecutive fiscal quarters of the Issuers immediately following a Qualified Acquisition consummated on or after October 1, 2008, the applicable ratio for purposes of this Section 10.7(a) shall be deemed to be 3.5 to 1.0; provided, further, that (i) by written notice delivered to the holders of the Notes by either Issuer on or prior to the last day of any such fiscal quarter, the Issuers may terminate the application of the foregoing proviso as to such Qualified Acquisition (but not any future Qualified Acquisition) effective as of the day before such last day (the shorter of the period ending on the effective date of such notice or the last day of such period of four fiscal quarters being referred to herein as the “Interest Rate Increase Period”) and (ii) no Interest Rate Increase Period may commence subsequent to any prior Interest Rate Increase Period unless no Interest Rate Increase Period was in effect as of the end of at least one fiscal quarter subsequent to the end of such prior Interest Rate Increase Period. For the avoidance of doubt, upon the expiration of an Interest Rate Increase Period, the applicable ratio in the table set forth above shall apply until the commencement of a new Interest Rate Increase Period.

(b) Fixed Charge Coverage Ratio. The Issuers will not permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Issuers (beginning with the period of four fiscal quarters ending on March 31, 2008) to be less than 1.25 to 1.00.

(c) Pro Forma Calculation.

(i) With respect to any rolling four quarter period during which a Material Asset Sale, a Material Acquisition or, in the Company’s discretion, any other Permitted Acquisition has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenant set forth in Section 10.7(a), Consolidated Adjusted EBITDA shall be calculated pro forma (without duplication) on the basis of (x) the historical financial statements of any business so acquired or to be acquired or sold or to be sold and (y) the assumption that the consolidated financial statements of the Company and its Subsidiaries have been reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of the relevant four quarter period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to such Indebtedness (as such interest rates are in effect on the date

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such Indebtedness is incurred). In addition, in the determination of such Consolidated Adjusted EBITDA the following items shall be added back to Consolidated Net Income for such period, to the extent deducted from revenues in the determination thereof and to the extent such items arise out of events which are directly attributable to such Subject Transaction, are factually supportable and are reasonably expected to result in future cost savings or future revenue enhancement: severance costs, retention costs, consultant expenses, closure of facilities, Legacy Costs and other similar restructuring and non-recurring charges incurred in connection with the Subject Transaction (such other restructuring and non-recurring charges not specifically listed in the preceding phrase to be subject to the approval of the Required Holders); provided, however, that Legacy Costs attributable to a Subject Transaction shall not exceed the amount by which $5,000,000 exceeds the aggregate amount of all Legacy Costs taken into account in any prior period ending at any time after the date hereof.

(ii) With respect to any rolling four quarter period during which a Subject Transaction has occurred, for purposes of determining compliance with the Fixed Charge Coverage Ratio, Consolidated Adjusted EBITDAR for such period shall be calculated, to the extent comprised of Consolidated Adjusted EBITDA, by computing Consolidated Adjusted EBITDA for such period in the manner set forth in the second sentence of Section 10.7(c)(i).

(iii) The failure of the Company to include a Permitted Acquisition in the calculations made pursuant to this Section 10.7 for any four quarter period including the quarter in which such Permitted Acquisition occurred shall not preclude the Company from including such Permitted Acquisition in the calculations for any other four quarter period including the quarter in which such Permitted Acquisition occurred.

(iv) “Legacy Costs” means one-time expenses for the costs of lease or other contract terminations and other similar costs of the type described in Emerging Issues Task Force Issue 95-3, “Recognition of Liabilities in connection with a Purchase Business Combination.”

10.8. Clauses Restricting Subsidiary Distributions.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to:

(a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary;

(b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary;

(c) make loans or advances to the Company or any other Subsidiary; or

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(d) transfer any of its property or assets to the Company or any other Subsidiary other than restrictions (i) in agreements evidencing purchase money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, or (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement.

10.9.  Swap Contracts.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Issuers or any Subsidiary has actual exposure (other than those in respect of Capital Stock) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Issuers or any Subsidiary.

10.10.  Amendments to Acquisition Documents.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries to:

(a) amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Issuers or any of their Subsidiaries pursuant to the TLC Acquisition Documents such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Issuers, their Subsidiaries or the holders of Notes with respect thereto; or

(b) otherwise amend, supplement or otherwise modify the terms and conditions of the TLC Acquisition Documents or any such other documents except for any such amendment, supplement or modification that (i) becomes effective after the date of Closing and (ii) could not reasonably be expected to have a Material Adverse Effect.

10.11.  Restricted Payments.

Neither Issuer will, and neither Issuer will permit any of its Subsidiaries or Affiliates, through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment except that:

(a) so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom on a pro forma basis after giving effect to such payment), the Company may make Restricted Payments; and

(b)(i) any Subsidiary may make Restricted Payments to its direct parent to the extent its parent is an Issuer or any of its Subsidiaries and (ii) any such Subsidiary that is not a Wholly-Owned Subsidiary may make distributions to Persons that are not either an

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Issuer or a Subsidiary Guarantor, pro rata to such Persons’ ownership of such Subsidiary, and concurrently with the making of distributions to one or more of the Issuers and the Subsidiary Guarantors, for taxes payable by such Persons.

11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) either Issuer defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) either Issuer defaults in the payment of any interest on any Note for more than five (5) Business Days after the same becomes due and payable; or

(c) either Issuer defaults in the performance of or compliance with any term contained in Section 7.1(d), Section 10.2, Section 10.3, or Sections 10.6 to 10.11, inclusive; or

(d) either Issuer defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) either Issuer receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made in writing by or on behalf of either Issuer or by any officer of either Issuer in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) either Issuer or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) either Issuer or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) either Issuer or any Significant Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of

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at least $10,000,000, or (y) one or more Persons have the right to require either Issuer or any Significant Subsidiary so to purchase or repay such Indebtedness, provided, however, that if the defaults in payment referred to in the foregoing clauses (i) and (iii) are in the nature of a set-off against purchase price adjustments or indemnities, in each case arising from seller financing in connection with Permitted Acquisitions, then the reference to $10,000,000 in each of such clauses shall be deemed to be $20,000,000; or

(g) either Issuer or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate or other organizational action for the purpose of any of the foregoing; or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by either Issuer or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of either Issuer or any of its Significant Subsidiaries, or any such petition shall be filed against either Issuer or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating (net of amounts paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) in excess of $10,000,000 are rendered against one or more of the Issuers and their Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any either Issuer or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Holders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) either Issuer or any ERISA Affiliate shall, or in the reasonable opinion of the Required Holders is likely to,

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incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, has had or would reasonably be expected to have a Material Adverse Effect; or

(k) the Subsidiary Guaranty ceases to be in full force and effect as an enforceable instrument as to any Subsidiary Guarantor and, to the extent curable, such cessation is not cured within 30 days of such cessation, or the Issuers or any Subsidiary Guarantor alleges in writing that the Subsidiary Guaranty as to any Person is not enforceable.

12. REMEDIES ON DEFAULT, ETC.

12.1.  Acceleration.

(a) If an Event of Default with respect to the Issuers described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Issuers, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuers, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Issuers acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of the Make-Whole Amount by the Issuers in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2.   Other Remedies.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under

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Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3.   Rescission.

At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Issuers, may rescind and annul any such declaration and its consequences if (a) the Issuers have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4.   No Waivers or Election of Remedies, Expenses, Etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Issuers under Section 15, the Issuers will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.  Registration of Notes.

The Issuers shall keep at their principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuers shall not be affected by any notice or knowledge to the contrary. The Issuers shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

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13.2.   Transfer and Exchange of Notes.

Upon surrender of any Note to the Issuers at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Issuers shall execute and deliver, at the Issuers’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1, Exhibit 2 or Exhibit 3, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes of a Series, one Note of such Series may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

13.3.  Replacement of Notes.

Upon receipt by the Issuers at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Issuers at their own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

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14. PAYMENTS ON NOTES.

14.1.  Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Issuers may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuers in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

14.2.   Home Office Payment.

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Issuers will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Issuers in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuers made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuers at their principal executive office or at the place of payment most recently designated by the Issuers pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuers in exchange for a new Note or Notes pursuant to Section 13.2. The Issuers will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

15. EXPENSES, ETC.

15.1.   Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Issuers will pay all costs and expenses (including reasonable attorneys’ fees and disbursements of a special counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees and, if reasonably required by the Required Holders, reasonable attorney’s fees and disbursements of local or other

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counsel (in addition to special counsel), incurred in connection with the insolvency or bankruptcy of any Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Issuers will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

15.2.   Survival.

The obligations of the Issuers under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuers pursuant to this Agreement shall be deemed representations and warranties of the Issuers under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1.  Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

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17.2.  Solicitation of Holders of Notes.

(a) Solicitation. The Issuers will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Issuers will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Issuers will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

17.3.  Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Issuers without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4.  Notes Held by the Issuers, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuers or any of their Affiliates shall be deemed not to be outstanding.

18. NOTICES.

Except as specifically provided in Section 7.1, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or

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(b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Issuers in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuers in writing, or

(iii) if to the Issuers, to the their address set forth at the beginning hereof to the attention of Chief Financial Officer with a copy to the Vice President - Finance, or at such other address as the Issuers shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Issuers agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Issuers or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Issuers or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of such Issuer or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by either Issuer or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the

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confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any security of the Issuers (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Issuers in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Issuers embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Issuers, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Issuers of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

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22. MISCELLANEOUS.

22.1.  Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

22.2.  Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

22.3.  Accounting Terms.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.

22.4.   Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.5.   Construction, etc.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

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22.6.  Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

22.7.  Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

22.8.  Jurisdiction and Process; Waiver of Jury Trial.

(a) Each Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Issuers in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

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[Remainder of page left intentionally blank. Next page is signature page.]

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuers, whereupon this Agreement shall become a binding agreement between you and the Issuers.

Very truly yours,
AMEDISYS, INC.
By:	/s/ Dale E. Redman
Name:	Dale E. Redman
Title:	Chief Financial Officer
AMEDISYS HOLDING, L.L.C.
By:	/s/ Dale E. Redman
Name:	Dale E. Redman
Title:	Vice President

This Agreement is hereby

accepted and agreed to as

of the date thereof.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Brian N. Thomas
Name:	Brian N. Thomas
Title:	Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
	By:	/s/ Brian N. Thomas
	Name:	Brian N. Thomas
	Title:	Vice President

[Signature Page to Note Purchase Agreement]

PHYSICIANS MUTUAL INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
	By:	Prudential Private Placement Investors, Inc. L.P. (as its General Partner)
	By:	/s/ Brian N. Thomas
	Name:	Brian N. Thomas
	Title:	Vice President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Ho-Young Lee
Name:	Ho-Young Lee
Title:	Director
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Brian Keating
Name:	Brian Keating
Title:	Managing Director

[Signature Page to Note Purchase Agreement]

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in Which Note is Registered	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Series A Senior Note Registration Number; Principal Amount	RA-1; $12,025,000
Series B Senior Note Registration Number; Principal Amount	RB-1; $3,000,000
Payment on Account of Note
Method Account Information	Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “6.07% Series A Senior Notes due 2013/6.28% Series B Senior Notes due 2015, Security No. INV10998, PPN 02343@ AA8 / 02343@ AB6” and the due date and application (as among principal, interest, Make-Whole Amount) of the payment being made.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.07% Series A Senior Notes Due March 25, 2013
	PPN:	02343@ AA8
	Description of Security:	6.28% Series B Senior Notes Due March 25, 2014
	PPN:	02343@ AB6
	Due date and application (as among principal, make whole and interest) of the payment being made:

Schedule A-1

Address/Fax for Notices Related to Payments	The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077 Attention: Manager, Billings and Collections Recipient of telephonic prepayment notices: Manager, Trade Management Group Tel: 973-367-3141 Fax: 888-889-3832
Address/Fax for All Other Notices	The Prudential Insurance Company of America c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Managing Director
Instructions re: Delivery of Notes	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ___________________________________ Name: Title: Vice President
Tax Identification Number	22-1211670

Schedule A-2

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in Which Note is Registered	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Series A Senior Note Registration Number; Principal Amount	RA-2; $5,000,000
Series B Senior Note Registration Number; Principal Amount	RB-2; $5,000,000
Payment on Account of Note
Method Account Information	Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: Privest Plus Account No.: P86288 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “6.07% Series A Senior Notes due 2013/6.28% Series B Senior Notes due 2015, Security No. INV10998, PPN 02343@ AA8 / 02343@ AB6” and the due date and application (as among principal, interest, Make-Whole Amount) of the payment being made.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.07% Series A Senior Notes Due March 25, 2013
	PPN:	02343@ AA8
	Description of Security:	6.28% Series B Senior Notes Due March 25, 2014
	PPN:	02343@ AB6
	Due date and application (as among principal, make whole and interest) of the payment being made:
Address/Fax for Notices Related to Payments	The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077 Attention: Manager, Billings and Collections Recipient of telephonic prepayment notices: Manager, Trade Management Group Tel: 973-367-3141 Fax: 888-889-3832

Schedule A-3

Address/Fax for All Other Notices	The Prudential Insurance Company of America c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Managing Director
Instructions re: Delivery of Notes	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ___________________________________ Name: Title: Vice President
Tax Identification Number	22-1211670

Schedule A-4

Purchaser Name	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Name in Which Note is Registered	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Series A Senior Note Registration Number; Principal Amount	RA-3; $1,100,000
Payment on Account of Note
Method Account Information	Funds Wire Transfer JPMorgan Chase New York, NY ABA No. 021000021 Account Name: PRIAC - SA - Health Care Service Corp - -Privates Account Number: P86341 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “6.07% Series A Senior Notes due 2013, Security No. INV10998, PPN 02343@ AA8” and the due date and application (as among principal, interest, Make-Whole Amount) of the payment being made.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.07% Series A Senior Notes Due March 25, 2013
	PPN:	02343@ AA8
	Due date and application (as among principal, make whole and interest) of the payment being made:
Address/Fax for Notices Related to Payments	Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 100 Mulberry Street Newark, NJ 07102 Tel: 973-802-8107 Fax: 888-889-3832
Address/Fax for All Other Notices	Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Managing Director
Instructions re: Delivery of Notes	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.

Schedule A-5

Signature Block	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By:_______________________ Name: Title: Vice President
Tax Identification Number	06-1050034

Schedule A-6

Purchaser Name	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Name in Which Note is Registered	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
Series B Senior Note Registration Number; Principal Amount	RB-3; $12,000,000
Payment on Account of Note
Method Account Information	Funds Wire Transfer JPMorgan Chase New York, NY ABA No. 021000021 Account Name: PRIAC Account Number: P86329 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “6.28% Series B Senior Notes due 2015, Security No. INV10998, PPN 02343@ AB6” and the due date and application (as among principal, interest, Make-Whole Amount) of the payment being made.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.28% Series B Senior Notes Due March 25, 2014
	PPN:	02343@ AB6
	Due date and application (as among principal, make whole and interest) of the payment being made:
Address/Fax for Notices Related to Payments	Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 100 Mulberry Street Newark, NJ 07102 Tel: 973-802-8107 Fax: 888-889-3832
Address/Fax for All Other Notices	Prudential Retirement Insurance and Annuity Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Managing Director
Instructions re: Delivery of Notes	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.

Schedule A-7

Signature Block	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	By:	Prudential Investment Management, Inc., as investment manager By:_______________________ Name: Title: Vice President
Tax Identification Number		06-1050034

Schedule A-8

Purchaser Name	PHYSICIANS MUTUAL INSURANCE COMPANY
Name in Which Note is Registered	HOW & CO.
Series A Senior Note Registration Number; Principal Amount	RA-4; $1,875,000
Payment on Account of Note
Method Account Information	Funds Wire Transfer The Northern Trust Company Chicago, IL ABA No.: 071000152 Account Name: Physicians Mutual Insurance Company Account No.: 26-27099 Each such wire transfer shall set forth the name of the Company, a reference to “6.07% Series A Senior Notes due 2013, PPN 02343@ AA8” and the due date and application (as among principal, interest, Make-Whole Amount) of the payment being made.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.07% Series A Senior Notes Due March 25, 2013
	PPN:	02343@ AA8
	Due date and application (as among principal, make whole and interest) of the payment being made:
Address/Fax for Notices Related to Payments	Physicians Mutual Insurance Company 2600 Dodge Street Omaha, NE 68131 Attn: Jerry Coon Fax: 402-633-1096
Address/Fax for All Other Notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: Managing Director

Schedule A-9

Instructions re: Delivery of Notes	The Northern Trust Company of New York Harborside Financial Center 10, Suite 1401 3 Second Street Jersey City, NJ 07311 Attention: Jose Mero & Ruby Vega Ref: Physicians Mutual Insurance Company-Prudential; Account Number: 26-27099 With a copy to: Prudential Capital Group Gateway Center 4 100 Mulberry, 7th Floor Newark, NJ 07102 Attention: Trade Management, Manager Telephone: (973) 367-3141
Signature Block	PHYSICIANS MUTUAL INSURANCE COMPANY
	By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
		By:	Prudential Private Placement Investors, Inc. (as its General Partner)
		By:	_______________________
		Name:
		Title:	Vice President
Tax Identification Number	47-0270450

Schedule A-10

Purchaser Name	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Name in which to register Note(s)	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Series A Senior Note Registration Number; Principal Amount	RA-5; $15,000,000
Series B Senior Note Registration Number; Principal Amount	RB-4; $10,000,000
Series C Senior Note Registration Number; Principal Amount	RC-1; $15,000,000
Payment on account of Note
Method Account information	Automated Clearing House System JPMorgan Chase Bank, N.A. ABA# 021-000-021 Account #: 900-9-000200 Account Name: Teachers Insurance and Annuity Association of America For further credit to: Account # G07040 Ref: (See “Accompanying information” below) With contemporaneous advice of payment, setting forth (1) the “Accompanying Information” below; (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) name and address of Bank from which wire transfer was sent, to “Address, Fax # for Notices Related to Payments”, below.
Accompanying information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.07% Series A Senior Notes Due March 25, 2013
	PPN:	02343@ AA8
	Description of Security:	6.28% Series B Senior Notes Due March 25, 2014
	PPN:	02343@ AB6
	Description of Security:	6.49% Series C Senior Notes Due March 25, 2015
	PPN:	02343@ AC4
	Due date and application (as among principal, make whole and interest) of the payment being made:

Schedule A-11

Purchaser Name	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
Address / Fax # for notices related to payments	Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017 Attn: Securities Accounting Division Phone: 212-916-4109 Fax: 212-916-6955 With a copy to: JPMorgan Chase Bank, N.A. P.O. Box 35308 Newark, NJ 07101 And: Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 Attn: Fixed Income and Real Estate Tel: (704) 988-4277 (Marina Mavrakis)         (704) 988-1000 (General Number) Fax: (704) 595-0577 Email: mmavraki@tiaa-cref.org
Address / Fax # for all other notices	Teachers Insurance and Annuity Association of America 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 Attn: Fixed Income and Real Estate Tel: (704) 988-4277 (Marina Mavrakis)         (704) 988-1000 (General Number) Fax: (704) 595-0577 Email: mmavraki@tiaa-cref.org
Instructions re Delivery of Notes	JPMorgan Chase Bank, N.A. 4 New York Plaza Ground Floor Window New York, NY 10004 For TIAA A/C# G07040
Signature Block	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By:____________________________ Name: Ho-young Lee Title: Director
Tax identification number	13-1624203

Schedule A-12

Purchaser Name	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
Name in which to register Note(s)	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
Second Closing Series B Note registration number(s); principal amount(s)	RC-2; $20,000,000
Payment on account of Note
Method Account Information	Funds Wire Transfer JP Morgan Chase ABA #021000021 Chase/NYC/CTR/BNF A/C 900-9-000200 Reference A/C #G05978, Guardian Life, and “Accompanying Information” below.
Accompanying Information	Name of Company:	AMEDISYS, INC. AMEDISYS HOLDING, L.L.C.
	Description of Security:	6.49% Series C Senior Notes Due March 25, 2015
	PPN:	02343@ AC4
	Due date and application (as among principal, make whole and interest) of the payment being made:
Address/Fax for Notices Relating to Payments	The Guardian Life Insurance Company of America 7 Hanover Square New York, NY 10004-2616 Attn: Thomas Donohue Investment Department 20-D FAX # (212) 919-2658/2656
Address/Fax for All Other Notices	The Guardian Life Insurance Company of America 7 Hanover Square New York, NY 10004-2616 Attn: Thomas Donohue Investment Department 20-D FAX # (212) 919-2658/2656
Instructions re: delivery of Notes	JP Morgan Chase 4 New York Plaza – Ground Floor Receive Window New York, NY 10004 Reference A/C #G05978, Guardian Life
Form signature block	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By:_______________________________________ Name: Title:
Tax Identification Number	13-5123390

Schedule A-13

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Accountants’ Certificate” is defined in Section 7.1(b).

“Additional Significant Subsidiary” means each Subsidiary of either Issuer that becomes a Significant Subsidiary after the Closing.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Issuers, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of either Issuer or any Subsidiary or any Person of which the Issuers and their Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of either Issuer.

“Agreement” is defined in Section 17.3.

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.

“Applicable Prepayment Date” is defined in Section 8.7.

“Applicable Prepayment Offer” is defined in Section 8.7.

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required by GAAP concurrently to recognize the acquisition of an asset and the incurrence of a liability.

“Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

Schedule B-1

“Capital Stock Issuance” is defined in Section 8.7.

“Change of Control” is defined in Section 8.8.

“Change of Control Notice” is defined in Section 8.8.

“Change of Control Prepayment Date” is defined in Section 8.8.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Amedisys, Inc., a Delaware corporation or any successor that becomes such in the manner prescribed in Section 10.2.

“Confidential Information” is defined in Section 20.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined on a consolidated basis for the Company and its Subsidiaries equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, plus (b), to the extent deducted from revenues in the determination of such Consolidated Net Income, Consolidated Interest Expense, provisions for Taxes based on income, total depreciation expense, total amortization expense, Restructuring Charges, and other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) minus (ii) other non-cash items increasing Consolidated Net Income for such period (excluding (A) any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items to the extent that such accrual or reserve was created in such period and (B) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which cash was received in a prior period).

“Consolidated Adjusted EBITDAR” means, with reference to any period, Consolidated Adjusted EBITDA for such period plus, without duplication, to the extent deducted from revenues in determining Consolidated Net Income for such period, Consolidated Rent, calculated for the Issuers and their Subsidiaries on a consolidated basis in accordance with GAAP for such period.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of the Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Company and its Subsidiaries.

Schedule B-2

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash for such period.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases and capitalized interest) of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP with respect to all outstanding Indebtedness of the Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Specified Swap Agreements, but excluding, however, debt issuance costs, debt discount or premium and other financing fees and expenses paid on or before the date of Closing.

“Consolidated Net Income” means, for any period, (i) the net income (or loss) of the Company and its Subsidiaries for such period taken as a single accounting period determined on a consolidated basis in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Company or its merged into or consolidated with the Company or any of its Subsidiaries or that Person’s assets are acquired by the Company or any of its Subsidiaries, (b) the income of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (c) any after-tax gains or losses attributable to a Material Asset Sale or returned surplus assets of any pension plan, and (d) (to the extent not included in clauses (a) through (c) above) any net extraordinary non-cash gains or net extraordinary non-cash losses.

“Consolidated Rent” means, for any period, the rent expensed for the use of improved and unimproved real property on the financial statements of the Company and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period.

“Consolidated Total Assets” means all assets of the Issuers and their Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of the Issuers and their Subsidiaries determined on a consolidated basis in accordance with GAAP (without giving effect to original issue discount).

“Consolidated Total Tangible Assets” means Consolidated Total Assets minus the net book value of all assets, after deducting any reserves applicable thereto, which would be treated as intangible under GAAP, including, without limitation, good will, trademarks, trade names, service marks, brand names, copyrights, patents and unamortized debt discount and expense, and organizational expenses.

“Continuing Directors” means the members of the board of directors of the Company on the date of Closing, after giving effect to the TLC Acquisition, and any future member of the board of directors of the Company if such future director’s appointment or nomination for election to the board of directors of the Company is made or recommended, as the case may be, by at least a majority of the then Continuing Directors.

Schedule B-3

“Corporate Headquarters” means that parcel of real property located at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana 70816, together with all improvements now or hereafter constructed thereon comprising the principal executive offices of the Company and it Subsidiaries.

“Credit Agreement” means the Credit Agreement, dated as of March 25, 2008. among the Issuers, Fifth Third Bank and Bank of America, N.A, as documentation agents, and certain other agents and lenders party thereto, and any refinancing or replacement thereof.

“Debt Prepayment Application” means, with respect to any Transfer of property, the application by the Issuers or their Subsidiaries of cash in an amount equal to the Net Cash Proceeds with respect to such Transfer to pay Indebtedness of the Issuers (other than Indebtedness owing to the Issuers, any of their Subsidiaries or any Affiliate and Indebtedness in respect of any revolving credit or similar credit facility providing the Issuers or any of their Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Indebtedness the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness), provided that in the course of making such application the Issuers shall offer to prepay each outstanding Note in accordance with Section 8.7 in a principal amount which equals the Ratable Portion for such Note. If any holder of a Note fails to accept such offer of prepayment, then, for purposes of the preceding sentence only, the Issuers nevertheless will be deemed to have paid Indebtedness in an amount equal to the Ratable Portion for such Note.

“Debt Prepayment Transfer” is defined in Section 8.7.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, with respect to any Note, the greater of (a) 2.0% per annum above the rate of interest stated in clause (a) of the first paragraph of such Note or (b) 2.0% per annum above the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Disclosure Documents” is defined in Section 5.3.

“Disposition” means any Transfer except: (a) any (i) Transfer from a Subsidiary to either Issuer or a Wholly-Owned Subsidiary; (ii) Transfer from an Issuer to a Wholly-Owned Subsidiary; and (iii) Transfer from an Issuer to a Subsidiary (other than a Wholly-Owned Subsidiary) or from a Subsidiary to another Subsidiary, which in either case is for fair market value, so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default exists; and (b) any Transfer made in the ordinary course of business and involving only property that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials that either Issuer or any of their Subsidiaries has reasonably determined are no longer required in the operation of their respective businesses or are obsolete.

Schedule B-4

“Disposition Value” means, at any time, with respect to any property (a) in the case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in good faith by either Issuer, and (b) in the case of property that constitutes Subsidiary Stock, an amount equal to that percentage of the book value of the assets of the Subsidiary that issued such stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the book value of all of the outstanding Capital Stock of such Subsidiary (assuming, in making such calculations, that all securities convertible into such Capital Stock are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion) determined at the time of the disposition thereof, in good faith by either Issuer.

“Electronic Delivery” is defined in Section 7.1(a).

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, governmental authorizations, or any other requirements of Governmental Authorities relating to (a) environmental matters, including those relating to any Hazardous Materials; (b) the generation, use, storage, transportation or disposal of Hazardous Materials; or (c) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Issuers or any of their Subsidiaries or any real property (including all buildings, fixtures or other improvements located thereon) now or hereafter owned, leased, operated or used by the Issuers or any of their Subsidiaries.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with an Issuer under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financing Documents” means this Agreement, the Notes and the Subsidiary Guaranty.

“Fixed Charge Coverage Ratio” means, for any period of four fiscal quarters of the Issuers, the ratio of (i) Consolidated Adjusted EBITDAR minus Consolidated Capital Expenditures minus Taxes based on income that are paid in cash, in each case for such period, to (ii) scheduled payments of principal on Indebtedness of the Company and its Subsidiaries plus Consolidated Cash Interest Expense plus Consolidated Rent plus Restricted Payments, in each case, for such period; provided however, solely for the purposes of calculating this covenant, the Issuers shall be permitted to exclude an aggregate amount of $20,000,000 of Consolidated Capital Expenditures for expenditures included in such total incurred in connection with the Corporate Headquarters.

“Form 10-K” is defined in Section 7.1(b).

Schedule B-5

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means

(a) the government of

(i) the United States of America or any State or other political subdivision thereof, or

(ii) any other jurisdiction in which either Issuer or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of either Issuer or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Guaranty Joinder Agreement” is defined in the Subsidiary Guaranty.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required

Schedule B-6

or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any Environmental Law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Issuers pursuant to Section 13.1.

“Holding” means Amedisys Holding, L.L.C., a Louisiana limited liability company or any successor that becomes such in the manner prescribed in Section 10.2.

“Indebtedness” as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of the obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) obligations of such Person (valued at the Swap Termination Value thereof) in respect of any exchange traded or over the counter Swap Agreements, whether entered into for hedging or speculative purposes.

“INHAM Exemption” is defined in Section 6.2(e).

“Insolvent” means, with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of ERISA.

Schedule B-7

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the original aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Interest Rate Increase Period” is defined in Section 10.7.

“Issuers” is defined in the introductory paragraph of this Agreement.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Legacy Costs” is defined in Section 10.7(c)(iv).

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Make-Whole Amount” is defined in Section 8.6.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Issuers and their Subsidiaries taken as a whole.

“Material Acquisition” means (a) any acquisition of property or series of related acquisitions of property that (i) constitutes all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (ii) involves the payment of consideration by the Issuers and their Subsidiaries in excess of $20,000,000 or (b) one or more acquisitions of property, whether or not part of a series of acquisitions of property, consummated within any period of 12 consecutive months, that (i) constitute all or substantially all of an operating unit of a business or constitute all or substantially all of the common stock of a Person and (ii) involve the payment of consideration by the Issuers and their Subsidiaries in excess of $50,000,000 in the aggregate.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Issuers and their Subsidiaries taken as a whole, or (b) the ability of the Issuers to perform their obligations under this Agreement and the Notes, or (c) the validity or enforceability of this Agreement or the Notes.

“Material Asset Sale” means any Transfer, other than in connection with a Permitted Acquisition, involving the disposition of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the Capital Stock of a Person and (b) yields gross proceeds to the Issuers and their Subsidiaries in excess of $5,000,000.

Schedule B-8

“Memorandum” is defined in Section 5.3.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Net Cash Proceeds” means (a) with respect to any Transfer of any property by any Person, an amount equal to the difference of (i) the aggregate amount of consideration received by such Person in respect of such Transfer in the form of cash and cash equivalents (including any such consideration received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Transfer and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), minus (ii) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer and (b) with respect to a Capital Stock Issuance, the cash proceeds received from such issuance, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Notes” is defined in Section 1.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of either Issuer whose responsibilities extend to the subject matter of such certificate.

“Original Subsidiary Guarantor” is defined in Section 9.8.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Acquisition” means any acquisition by the Issuers or any of their Wholly-Owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or of 50% or more of the Capital Stock of, or a business line or unit or a division of, any Person; provided, (a) immediately prior to, and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing or would result therefrom; (b) the Issuers and their Subsidiaries shall have delivered to the holders of the Notes at least ten Business Days prior to such proposed acquisition, a certificate evidencing on a pro forma basis after giving effect to such acquisition that the ratio set forth in Section 10.7(a) is either (x) less than 2.50 to 1.00 or (y) 25 basis points less than the required level then in effect pursuant to such Section and all acquisitions, including the proposed acquisition, during the preceding four (4) fiscal quarters of the Issuers will not exceed $30,000,000 in the aggregate; and (c) such acquisition and all transactions related thereto (i) shall be consummated in accordance with all material applicable laws and (ii) shall not be preceded by, or effected pursuant to, a hostile takeover offer.

Schedule B-9

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by an Issuer or any ERISA Affiliate or with respect to which an Issuer or any ERISA Affiliate may have any liability.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Property Reinvestment Application” means, with respect to any Transfer of property, the satisfaction of each of the following conditions: (a) an amount equal to the Net Cash Proceeds with respect to such Transfer shall have been applied to the acquisition by the Issuers, or any of their Subsidiaries making such Transfer, of property (excluding, for the avoidance of doubt, cash and cash equivalents) that upon such acquisition is unencumbered by any Lien (other than Liens described in subparagraphs (a) through (m), inclusive, of Section 10.5) and that (a) constitutes property that is (x) property classifiable under GAAP as non-current, and (y) to be used in the ordinary course of business of the Issuers and their Subsidiaries, or (b) constitutes equity interests of a Person that shall be, on or prior to the time of such acquisition, a Subsidiary of either Issuer, and that shall invest the proceeds of such acquisition in property of the nature described in the immediately preceding clause (a).

“PTE” is defined in Section 6.2(a).

“Purchaser” is defined in the introductory paragraph of this Agreement.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Acquisition” means any acquisition of either or both the Capital Stock or property of any Person or Person (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred or assumed by one or more of the Issuers and their Subsidiaries to finance the purchase price of such stock and property is at least $100,000,000.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Ratable Portion” means in respect of any holder of a Note and any Disposition or Capital Stock Issuance, an amount equal to the product of (a) the Net Cash Proceeds being applied to the payment of Indebtedness multiplied by (b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the sum of the outstanding principal amount of all Notes plus the aggregate principal amount of all Indebtedness outstanding under the Credit Agreement.

Schedule B-10

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBCH Reg. §4043.

“Required Holders” means, at any time, the holders of a majority in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuers or any of their Affiliates).

“Response Date” is defined in Section 8.8.

“Responsible Officer” means any Senior Financial Officer and any other officer of the Issuers with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Company or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Company or any of its Subsidiaries now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Issuers or any of their Subsidiaries now or hereafter outstanding.

“Restructuring Charges” means charges for reasonable out-of-pocket legal, due diligence, audit and investment banking fees expensed on or before June 30, 2008 in connection with the negotiation and completion of the transactions contemplated in connection with this Agreement; provided that Restructuring Charges shall be limited to the maximum aggregate amount of $10,000,000.

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the principal financial officers, principal accounting officers, treasurer or comptroller of either Issuer.

Schedule B-11

“Series” means any one or more of the series of Notes issued hereunder.

“Series A Notes” is defined in Section 1(a).

“Series B Notes” is defined in Section 1(b).

“Series C Notes” is defined in Section 1(c).

“Significant Subsidiary” means, at any time, (i) each Subsidiary that contributes at least 10% of Consolidated Adjusted EBITDA or 10% of the aggregate net revenues of the Issuers and their Subsidiaries, in each case determined as of the most recently ended fiscal quarter of the Issuers at such time, and (ii) the minimum number of other Subsidiaries, in descending order of their respective contributions to such Consolidated Adjusted EBITDA or aggregate net revenues (whichever contribution shall be greater) so that the aggregate such contributions of the Subsidiaries referred to in the foregoing clause (i) and this clause (ii) is at least 95% of Consolidated Adjusted EBITDA and 95% of the aggregate net revenues of the Issuers and their Subsidiaries, in each case determined as of the most recently ended fiscal quarter of the Issuers at such time.

“Single Employer Plan” means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“Source” is defined in Section 6.2.

“Specified Swap Agreement” means any Swap Agreement in respect of interest rates, currency exchange rates, or commodity prices entered into by either Issuer or any Subsidiary Guarantor and any Person that is a lender under the Credit Agreement or an Affiliate of any such lender at the time such Swap Agreement is entered into.

“Subject Transaction” is defined in Section 10.7(c)(i).

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if 50% or more of the interests in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Debt” means all unsecured Indebtedness of Subsidiaries of the Issuers that are not Subsidiary Guarantors except such Indebtedness owing to either Issuer or any Subsidiary Guarantor.

“Subsidiary Guarantors” means each Original Subsidiary Guarantor and each Additional Significant Subsidiary.

Schedule B-12

“Subsidiary Guaranty” is defined in Section 4.12.

“Subsidiary Stock” means, with respect to any Person, the Capital Stock (or any options or warrants to purchase Capital Stock or other Securities exchangeable for or convertible into Capital Stock) of any Subsidiary of such Person.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or Securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuers or any of their Subsidiaries shall be a “Swap Agreement”.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TLC Acquisition” is defined in Section 4.11(b).

“TLC Acquisition Documents” means collectively, the TLC Stock Purchase Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“TLC Stock Purchase Agreement ” means that certain Purchase and Sale Agreement, dated as of the 18th day of February 2008, by and among the Company, Amedisys TLC Acquisition, L.L.C., TLC Health Care Services, Inc. (“TLC”), TLC Holdings I, Corp. (“Holdco”), and the security holders of TLC and Holdco, as sellers, to acquire all of the outstanding shares of TLC and Holdco.

“Transfer” means, with respect to any Person, any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, Subsidiary Stock. For purposes of determining the application of the Net Cash Proceeds in respect of any Transfer, the Issuers may designate any Transfer as one or more separate Transfers each yielding a separate amount of Net Cash Proceeds. In any such case, the

Schedule B-13

Disposition Value of any property subject to each such separate Transfer shall be determined by ratably allocating the aggregate Disposition Value to all such separate Transfers to each such separate Transfer on a proportionate basis.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Issuers and the Issuers’ other Wholly-Owned Subsidiaries at such time.

Schedule B-14

[Disclosure Schedules 5.3, 5.4 , 5.5, 5.7 and 5.15

intentionally omitted from filing due to immateriality]

EXHIBIT 1

[FORM OF SERIES A NOTE]

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

6.07% SERIES A SENIOR NOTE DUE MARCH 25, 2013

No. RA-[__]	[Date]
$[            ]	PPN: 02343@ AA8

FOR VALUE RECEIVED, the undersigned, AMEDISYS, INC., a corporation organized and existing under the laws of the State of Delaware and AMEDISYS HOLDING, L.L.C., a limited liability company organized and existing under the laws of the State of Louisiana (collectively, the “Issuers”) hereby promise to pay to [            ], or registered assigns, the principal sum of [            ] Dollars (or so much thereof as shall not have been prepaid) on March 25, 2013, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.07% per annum plus, if an Interest Rate Increase Period shall be in effect, 0.75% per annum, from the date hereof, payable semiannually, on the 25th day of March and September in each year, commencing with the March 25th or September 25th next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 2% per annum above the rate otherwise in effect with respect to this Note or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuers shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of 6.07% Series A Senior Notes (herein called the “Notes”), aggregating $35,000,000 in original aggregate principal amount, issued pursuant to the Note Purchase Agreement, dated as of March 25, 2008 (as from time to time amended, the “Note Purchase Agreement”), among the Issuers and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in

Exhibit 1-1

writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal, interest and any Make-Whole Amount and for all other purposes, and the Issuers will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Issuers and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Very truly yours,

AMEDISYS, INC.

By:

Name:

Title:

AMEDISYS HOLDING, L.L.C.

By:

Name:

Title:

Exhibit 1-2

EXHIBIT 2

[FORM OF SERIES B NOTE]

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

6.28% SERIES B SENIOR NOTE DUE MARCH 25, 2014

No. RB-[    ]	[Date]
$[            ]	PPN: 02343@ AB6

FOR VALUE RECEIVED, the undersigned, AMEDISYS, INC., a corporation organized and existing under the laws of the State of Delaware and AMEDISYS HOLDING, L.L.C., a limited liability company organized and existing under the laws of the State of Louisiana (collectively, the “Issuers”) hereby promise to pay to [            ], or registered assigns, the principal sum of [            ] Dollars (or so much thereof as shall not have been prepaid) on March 25, 2014, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.28% per annum plus, if an Interest Rate Increase Period shall be in effect, 0.75% per annum, from the date hereof, payable semiannually, on the 25th day of March and September in each year, commencing with the March 25th or September 25th next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 2% per annum above the rate otherwise in effect with respect to this Note or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuers shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of 6.28% Series B Senior Notes (herein called the “Notes”), aggregating $30,000,000 in original aggregate principal amount, issued pursuant to the Note Purchase Agreement, dated as of March 25, 2008 (as from time to time amended, the “Note Purchase Agreement”), among the Issuers and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in

Exhibit 2-1

writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal, interest and any Make-Whole Amount and for all other purposes, and the Issuers will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Issuers and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

AMEDISYS, INC.

By:

Name:

Title:

AMEDISYS HOLDING, L.L.C.

By:

Name:

Title:

Exhibit 2-2

EXHIBIT 3

[FORM OF SERIES C NOTE]

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

6.49% SERIES C SENIOR NOTE DUE MARCH 25, 2015

No. RC-[    ]	[Date]
$[            ]	PPN: 02343@ AC4

FOR VALUE RECEIVED, the undersigned, AMEDISYS, INC., a corporation organized and existing under the laws of the State of Delaware and AMEDISYS HOLDING, L.L.C., a limited liability company organized and existing under the laws of the State of Louisiana (collectively, the “Issuers”) hereby promise to pay to [            ], or registered assigns, the principal sum of [            ] Dollars (or so much thereof as shall not have been prepaid) on March 25, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.49% per annum plus, if an Interest Rate Increase Period shall be in effect, 0.75% per annum, from the date hereof, payable semiannually, on the 25th day of March and September in each year, commencing with the March 25th or September 25th next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 2% per annum above the rate otherwise in effect with respect to this Note or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuers shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of 6.49% Series C Senior Notes (herein called the “Notes”), aggregating $35,000,000 in original aggregate principal amount, issued pursuant to the Note Purchase Agreement, dated as of March 25, 2008 (as from time to time amended, the “Note Purchase Agreement”), among the Issuers and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

Exhibit 3-1

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment of principal, interest and any Make-Whole Amount and for all other purposes, and the Issuers will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Issuers and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

AMEDISYS, INC.

By:

Name:

Title:

AMEDISYS HOLDING, L.L.C.

By:

Name:

Title:

Exhibit 3-2

EXHIBIT 4.4(a)

FORM OF OPINION OF SPECIAL COUNSEL

TO THE ISSUERS

March 25, 2008

To the Purchasers party to the

Note Purchase Agreement

referred to below

Re: Amedisys, Inc.

Amedisys Holding, L.L.C.

Ladies and Gentlemen:

We have acted as counsel to Amedisys, Inc., a Delaware corporation (“Amedisys”) and Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”), in connection with the Note Purchase Agreement dated as of March 25, 2008 (the “Agreement”) among Amedisys, Holding and each of you, respectively. This Opinion Letter is delivered to you pursuant to Section 4.4 of the Agreement. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.

In connection with this opinion letter, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, or reproduction copies of such corporate agreements, instruments, documents, and records of Amedisys, Holding and their respective Subsidiaries, such certificates of public officials, and such other documents, and (iii) received such certificates and other information from officers and representatives of Amedisys, Holding and their respective Subsidiaries, as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following documents:

(a) executed copies of the Agreement (including all exhibits and schedules thereto);

(b) executed copies of the Notes issued by Amedisys and Holding to you today; and

(c) executed copies of the Subsidiary Guaranty.

Exhibit 4.4(a)-1

For purposes of this opinion, we have, with your permission, assumed without independent investigation the following:

(i) the genuineness of all signatures (other than those of Amedisys, Holding or any Original Subsidiary Guarantor), the authenticity of all documents submitted to us as originals, the conformity with the originals or certified copies of all documents submitted to us as conformed or reproduction copies, and the authenticity of the originals of such documents;

(ii) the Agreement has been duly authorized, executed and delivered by, and constitutes legal, valid and binding obligations of, the parties thereto other than Amedisys and Holding; and

(iii) each of the parties (other than Amedisys and Holding) to the Agreement has all requisite power and authority to execute and deliver the Agreement and to perform its respective obligations thereunder.

As to various questions of fact relevant to the opinions expressed herein, none of which have been independently verified by us, we have relied upon, and assumed the accuracy of the factual content of, representations and warranties contained in the Agreement, written information and certificates of public officials, of representatives of Amedisys and Holding, and of others deemed by us to be appropriate. In the course of our representation of Amedisys and Holding, nothing has come to our attention which causes us to believe that we are not justified in relying upon such representations, warranties, written information and certificates.

In basing certain of the opinions expressed below on “our knowledge,” or matters with respect to which we are “aware,” the words “our knowledge” or “aware” signify that, in the course of our representation of Amedisys and Holding as aforesaid, no information has come to our attention that has given us actual knowledge that any such opinions are not accurate or that any of the documents, certificates and information on which we have relied in expressing any such opinions are not true and complete in all material respects. The phrase “our knowledge” and the term “aware” are each limited to the actual knowledge of the lawyers within our firm who have worked on the transactions contemplated by the Agreement.

Based upon the foregoing and subject to the limitations and assumptions heretofore and hereinafter set forth, we are of the opinion that:

1. Amedisys: (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (b) is licensed, registered, or qualified to do business and in good standing (or the equivalent thereof) as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure so to qualify might have a Material Adverse Effect, and (c) has full corporate power and authority to own its property and conduct its business substantially as currently conducted by it. Amedisys has full corporate power and authority to enter into and to perform its obligations under the Agreement and the Notes.

2 Holding: (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Louisiana, (b) is licensed, registered, or qualified to do business and in good standing (or the equivalent thereof) as a foreign limited liability

Exhibit 4.4(a)-2

company in each jurisdiction where the nature of its business makes such qualification necessary and where the failure so to qualify might have a Material Adverse Effect, and (c) has full organizational power and authority to own its property and conduct its business substantially as currently conducted by it. Holding has full organizational power and authority to enter into and to perform its obligations under the Agreement and the Notes.

3. Each Original Subsidiary Guarantor: (a) is duly formed or organized, validly existing and in good standing under the law of the jurisdiction of its formation or organization, (b) is licensed, registered, or qualified to do business and in good standing (or the equivalent thereof) in each jurisdiction where the nature of its business makes such qualification necessary and where the failure so to qualify might have a Material Adverse Effect, and (c) has full organizational power and authority to own its property and conduct its business substantially as currently conducted by it. Each Original Subsidiary Guarantor has full organizational power and authority to enter into and to perform its obligations under the Subsidiary Guaranty.

4. The execution and delivery by Amedisys and Holding of the Agreement and the Notes and the performance by Amedisys and Holding of their respective obligations under each thereof (a) have been duly authorized by all necessary organizational action by each of Amedisys and Holding, (b) do not (except for filings, registrations, approvals, and consents which have been made or obtained and are valid and subsisting and adequate for their intended purposes) require any filing or registration by either Amedisys or Holding with, or approval or consent of, any Governmental Authority or any stockholder or member, as the case may be, of either Amedisys or Holding, (c) do not and will not conflict with, result in any violation of, or constitute any default under (i) any provision of the Articles of Incorporation or Organization, By-laws or operating agreement, as the case may be, of either Amedisys or Holding, (ii) any present law or governmental regulation applicable to either Amedisys, Holding or their respective properties, or (iii) any material agreement binding upon or applicable to either Amedisys, Holding or their respective properties, or any court decree or order applicable to Amedisys, Holding or their respective properties, the opinion rendered in this subclause (iii) being limited to those agreements, decrees, or orders of which we have knowledge after due inquiry, and (d) will not result in or require the creation or imposition of any Lien (except as expressly contemplated by the Agreement) in or upon any of the properties of either Amedisys or Holding pursuant to the provisions of any agreement binding upon or applicable to either Amedisys or Holding or their respective properties, the opinion rendered in this clause (d) being limited to those agreements of which we have knowledge after due inquiry.

5. The execution and delivery by each Original Subsidiary Guarantor of the Subsidiary Guaranty and the performance by each Original Subsidiary Guarantor of its obligations thereunder (a) have been duly authorized by all necessary organizational action by each Original Subsidiary Guarantor, (b) do not (except for filings, registrations, approvals, and consents which have been made or obtained and are valid and subsisting and adequate for their intended purposes) require any filing or registration by any Original Subsidiary Guarantor with, or approval or consent of, any Governmental Authority or any stockholder or member, as the case may be, of any Original Subsidiary Guarantor, (c) do not and will

Exhibit 4.4(a)-3

not conflict with, result in any violation of, or constitute any default under (i) any provision of the Articles of Incorporation or Organization, By-laws or operating agreement, as the case may be, of any Original Subsidiary Guarantor, (ii) any present law or governmental regulation applicable to any Original Subsidiary Guarantor or their respective properties, or (iii) any material agreement binding upon or applicable to any Original Subsidiary Guarantor or their respective properties, or any court decree or order applicable to any Original Subsidiary Guarantor or their respective properties, the opinion rendered in this subclause (iii) being limited to those agreements, decrees, or orders of which we have knowledge after due inquiry, and (d) will not result in or require the creation or imposition of any Lien (except as expressly contemplated by the Agreement) in or upon any of the properties of any Original Subsidiary Guarantor pursuant to the provisions of any agreement binding upon or applicable to any Original Subsidiary Guarantor or their respective properties, the opinion rendered in this clause (d) being limited to those agreements of which we have knowledge after due inquiry.

6. Each of the Agreement and the Notes has been duly executed and delivered by Amedisys and Holding, and each of the Agreement and the Notes constitutes the legal, valid, and binding obligation of Amedisys and Holding enforceable against Amedisys and Holding in accordance with its terms. The Subsidiary Guaranty has been duly executed and delivered by each Original Subsidiary Guarantor, and constitutes the legal, valid, and binding obligation of each Original Subsidiary Guarantor enforceable against each Original Subsidiary Guarantor in accordance with its terms.

7. To the best of our knowledge, after due inquiry, no litigation, arbitration, or governmental investigation or proceeding against Amedisys, Holding or any of their respective Subsidiaries or to which any of the properties of Amedisys, Holding or any of their respective Subsidiaries is subject is pending or threatened which:

(a) if adversely determined, might have a Material Adverse Effect[, except as disclosed in Disclosure Schedule          to the Agreement]; or

(b) relates to the Agreements, the Notes, or the Subsidiary Guaranty.

8 The issuance of the Notes and the application of the proceeds thereof in accordance with the Agreement will not violate Section 7 of the Securities Exchange Act of 1934, as amended, or Regulations T, U, or X of the Board of Governors of the Federal Reserve System.

9. None of Amedisys, Holding or any Original Subsidiary Guarantor is an “investment company” or a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended.

10. It is not necessary, in connection with the execution and delivery of the Notes, to register such Notes under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended.

Exhibit 4.4(a)-4

The opinions set forth above are subject to the following qualifications:

A. Except with respect to the opinions expressed in clause (b) of each of paragraphs 1, 2 and 3 above, the opinions expressed herein are limited to the federal laws of the United States of America and the internal laws of the States of New York, Delaware and Louisiana. We express no opinion as to any other laws or regulations or as to any matters of municipal law or the laws of any local agencies within any state, and have assumed, with your approval and without rendering any opinion to such effect, that the laws of any other states which may be applicable in any respect to the matters addressed in these opinions are substantively identical to the laws of the States of New York, Delaware and Louisiana, without regard to conflict of law provisions. Unless otherwise stated, our opinions in this Opinion Letter are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers and guarantors in loan transactions.

B. Our opinions in paragraph 6 above, insofar as they relate to enforceability, are subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, including, without limitation, judicially developed doctrines relevant to any of the foregoing laws.

C. Our opinions in paragraph 6 above, insofar as they relate to enforceability, are subject to the effects of judicial discretion or general equitable principles that may be applied by a court to the exercise of certain rights and remedies whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing.

D. Our opinions in paragraph 6 above, insofar as they relate to enforceability, are subject to the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of or contribution to a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy.

E. In rendering the opinions set forth herein, we have assumed that each of the Issuers and the Original Subsidiary Guarantors, individually, and all of them, on a consolidated basis, are not insolvent or unable to meet their debts as they mature on the date hereof, and do not as of such date have unreasonably small capital with which to engage in their respective businesses. We understand that you have satisfied yourselves as to the solvency of the Issuers and the Original Subsidiary Guarantors, their ability to meet their debts as they mature and capital positions as of such date on the basis of, among other things, the financial and other information contained in the financial statements described in Section 5.5 of the Agreement. We express no opinion as to ability of the Issuers to repay or otherwise satisfy the Notes or any other amounts due or to become due under the Agreement, or of the ability of the Issuers or any Original Subsidiary Guarantor to perform any other obligations under any of the Agreement, the Notes or the Subsidiary Guaranty.

F. We express no opinion as to the creation, perfection or priority (and, therefore, no opinion as to the respective rights of any creditor, encumbrancer or other third party as against the rights of the Lenders) of any lien or security interest.

Exhibit 4.4(a)-5

G. We express no opinion as to federal or state tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws and environmental laws (without limiting other laws excluded by customary practice). We also express no opinion as to state securities or “blue sky” laws.

H. We express no opinion as to the effect of the compliance or non-compliance of any Purchaser with any state or federal laws or regulations applicable because of the legal or regulatory status or the nature of the business of any of them or their participation in the Agreement.

I. We have assumed that the Purchasers at all times will act equitably and in good faith in a commercially reasonable manner and in compliance with all applicable laws and regulations. We have assumed that the Agreement, the Notes and the Subsidiary Guaranty will be enforced according to their terms.

J. We express no opinion as to the enforceability of any provision in the Agreement, the Notes or the Subsidiary Guaranty that purports to provide for or effect a confession of judgment on the part of either the Issuers or a Original Subsidiary Guarantor in any amount.

K. We express no opinion as to the validity, binding effect or enforceability of any provision in the Agreement, the Notes or the Subsidiary Guaranty that purports to: (i) impose on, or waive for the benefit of, the Purchasers standards for the care of collateral in their possession other than as permitted by applicable law; (ii) waive, or consent to waiver of, any rights of a debtor or duties owing to it, existing as a matter of law, except to the extent that such debtor may so waive or consent as a matter of law; (iii) permit the unilateral or ex parte appointment of a receiver, (iv) prohibit oral modifications to an agreement, (v) provide advance waivers of claims, defenses, rights granted by law, statutes of limitations, trial by jury, notices in connection with the exercise of remedies, the opportunity for hearing, evidentiary requirements, other procedural rights or the marshalling of assets, (vi) provide that the failure to exercise, or a delay in exercising, a right or remedy will not operate as a waiver of such right or remedy, (vii) appoint a third party as an attorney-in-fact to act on behalf of an Issuer or any Original Subsidiary Guarantor, (viii) consent to, or restrict, jurisdiction, venue, arbitration, remedies or judicial relief; (ix) waive broadly or vaguely stated rights; (x) provide for exclusivity, election or cumulation of rights or remedies; (xi) authorize or validate conclusive or discretionary determinations; (xii) grant setoff rights; (xiii) provide that a guarantor is liable as a primary obligor, and not as a surety; (xiv) provide for the payment of attorneys’ fees where such payment is contrary to law or public policy; (xv) provide for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (xvi) provide that the failure to exercise, or a delay in exercising, a right or remedy will not operate as a waiver of a right or remedy, and (xvii) the severability, if invalid, of provisions to the foregoing effect.

L. The opinions expressed herein, except where expressly stated otherwise, are as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Exhibit 4.4(a)-6

M. This Opinion Letter is strictly limited to those matters expressly addressed herein. We express no opinion as to any matter not specifically stated to be and numbered as an opinion.

N. The opinions expressed herein are solely for the benefit of you, direct or indirect transferees of the Notes and Bingham McCutchen LLP, your special counsel, and may not be relied on in any manner or for any purpose by any other person or entity, without our express written consent, which may be granted or withheld in our discretion.

Very truly yours,

BAKER, DONELSON, BEARMAN,

CALDWELL & BERKOWITZ, P.C.

Exhibit 4.4(a)-7

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS

March 25, 2008

To each of the Purchasers

listed on Annex 1 hereto

Re: Amedisys, Inc.

$35,000,000 6.07% Series A Senior Notes due March 25, 2013

$30,000,000 6.28% Series B Senior Notes due March 25, 2014

$35,000,000 6.49% Series C Senior Notes due March 25, 2015

Ladies and Gentlemen:

We have acted as special counsel for each of the Purchasers named on Annex 1 hereto (collectively, the “Purchasers”) in connection with that certain Note Purchase Agreement, dated as of March 25, 2008 (the “Note Purchase Agreement”), by and among Amedisys, Inc., a Delaware corporation (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”; and together with the Company, the “Issuers”) and each of the Purchasers named on Schedule A attached thereto. The Note Purchase Agreement provides, among other things, for the issuance and sale by the Company of (a) $35,000,000 of its 6.07% Series A Senior Notes due March 25, 2013 (the “Series A Notes”), (b) $30,000,000 of its 6.28% Series B Senior Notes due March 25, 2014 (the “Series B Notes”) and (c) $35,000,000 of its 6.49% Series C Senior Notes due March 25, 2015 (the “Series C Notes”). The obligations of the Issuers in respect of the Notes and the Note Purchase Agreement will be guaranteed by certain Subsidiaries of the Company (the “Original Subsidiary Guarantors”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given such terms in the Note Purchase Agreement.

This opinion is delivered to you pursuant to Section 4.4(b) of the Note Purchase Agreement. Our representation of the Purchasers has been as special counsel for the purposes stated above.

In connection with this opinion, we have examined originals or copies of the following documents:

(i) the Note Purchase Agreement;

(ii) the Series A Notes, Series B Notes and Series C Notes, dated the date hereof, in the names, in the principal amounts, in the series and with the registration numbers set forth on Schedule A to the Note Purchase Agreement (the “Notes”);

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 2

(iii) the Subsidiary Guaranty, dated the date hereof (the “Subsidiary Guaranty”), by the Original Subsidiary Guarantors in favor of each of the Purchasers;

(iv) an officer’s certificate on behalf of the Issuers, dated the date hereof and delivered pursuant to Section 4.3(a) of the Note Purchase Agreement, with respect to the matters set forth therein (the “Officer’s Certificate”);

(v) a certificate of the Secretary or Assistant Secretary of the Company (the “Company Secretary’s Certificate”), dated the date hereof, and annexing thereto (among other documents) and certifying as accurate and complete:

(i) copies of the bylaws of the Company (the “Company Bylaws”);

(ii) the incumbency of officers of the Company; and

(iii) copies of corporate resolutions authorizing the Company’s participation in the transactions contemplated by the Financing Documents (as defined below);

(vi) a certificate of the Secretary or Assistant Secretary of Holding (together with the Company Secretary’s Certificate, the “Secretary’s Certificates”), dated the date hereof, and annexing thereto (among other documents) and certifying as accurate and complete:

(i) copies of the operating agreement of Holding (the “Holding Operating Agreement”);

(ii) the incumbency of officers of Holding; and

(iii) copies of corporate resolutions authorizing Holding’s participation in the transactions contemplated by the Financing Documents;

(vii) a copy of the certificate of incorporation or certificate of formation, as applicable, including any amendments thereto, of each Issuer, certified by the Secretary of State of the state of its respective jurisdiction of incorporation (together with the Company Bylaws and the Holding Operating Agreement collectively, the “Governing Documents”);

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 3

(viii) the opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, special counsel for the Issuers and the Original Subsidiary Guarantors, dated the date hereof and delivered to you pursuant to Section 4.4(a) of the Note Purchase Agreement;

(ix) the letter addressed to Bingham McCutchen LLP, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and the Issuers from J.P. Morgan Securities, Inc., dated the dated hereof, describing the manner of the offering of the Notes (the “JP Morgan Offeree Letter”);

(x) the letter addressed to Bingham McCutchen LLP, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and the Issuers from UBS Securities LLC dated the dated hereof, describing the manner of the offering of the Notes (the “UBS Offeree Letter”; and together with the JP Morgan Offeree Letter, the “Offeree Letters”); and

(xi) a cross receipt evidencing receipt of funds by the Issuers and receipt of the Notes by the Purchasers (the “Cross Receipt”).

The Note Purchase Agreement, the Notes and the Subsidiary Guaranty are sometimes referred to herein, collectively, as the “Financing Documents”. This opinion is based entirely on our review of the documents listed in the preceding paragraph and we have made no other documentary review or investigation for purposes of this opinion. Based on such investigation as we have deemed appropriate, the opinion referred to in clause (viii) above is satisfactory in form and scope to us, and we believe you are justified in relying thereon.

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon (1) the representations and warranties of each Issuer, each Original Subsidiary Guarantor and the Purchasers set forth in the Note Purchase Agreement and the Subsidiary Guaranty, as applicable, (2) the Secretary’s Certificates and the Officer’s Certificate and (3) the Offeree Letters and we have assumed, without independent inquiry, the accuracy of such representations, warranties, certificates and letters.

We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form,

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 4

the legal competence of each individual executing any document and that each Person executing the Financing Documents validly exists, has the power, authority and legal right under its certificate or deed of incorporation, limited liability company agreement, by-laws, articles of association and other governing organizational documents, and under applicable corporate, limited liability company, or other enterprise legislation and other applicable laws, as the case may be, to enter into and perform its obligations under the Financing Documents, and is qualified to do business and is in good standing under the laws of its jurisdiction of incorporation or organization and in each jurisdiction where such qualification is required generally or is necessary in order for such party to enforce its rights under such documents. We have further assumed that such documents have been duly authorized, executed and delivered by each Person executing such documents and, as to Persons other than the Issuers and each Original Subsidiary Guarantor, are binding upon and enforceable against such Persons. In addition, we have relied upon the Offeree Letters without independent investigation.

For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to the internal substantive laws of the State of New York as applied by courts located in the State of New York without regard to choice of law (except to the extent addressed in paragraph 4 below) and the federal laws of the United States of America (in each case, except for federal and state tax, antitrust, energy, utilities, national security or anti-terrorism laws, treaties and laws relating to international relations, as to which we express no opinion in this letter) and we express no opinion as to the laws of any other jurisdiction. Our opinion in paragraph 2 below is based solely on a review of the Governing Documents and we have not made any analysis of the internal substantive law of the jurisdiction of organization of either Issuer, including statutes, rules or regulations or any interpretations thereof by any court, administrative body, or other government authority, and we express no opinion in paragraph 2 below as to the internal substantive law of either Issuer’s jurisdiction of organization. In addition, we note that the Financing Documents contain provisions stating that they are to be governed by the laws of the State of New York (each, a “Choice of Law Provision”). Except to the extent addressed below in paragraph 4, no opinion is given herein as to any Choice of Law Provision, or otherwise as to the choice of law or internal substantive rules of law that any court or other tribunal may apply to the transactions contemplated by the Financing Documents. Except as set forth in paragraph 5 below, we express no opinions as to any securities or “blue sky” laws of any jurisdiction.

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 5

Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to you:

(a) We have assumed without any independent investigation (i) that the execution, delivery and performance by each of the parties thereto of the Financing Documents do not and will not conflict with, or result in a breach of, the terms, conditions or provisions of, or result in a violation of, or constitute a default or require any consent (other than such consents as have been duly obtained) under, any organizational document other than the Governing Documents of either Issuer (including, without limitation, applicable corporate charter documents and bylaws), any order, judgment, arbitration award or stipulation, or any agreement, to which either Issuer is a party or is subject or by which any of the properties or assets of any of such parties is bound, and (ii) that the statements by the Issuers regarding delivery and receipt of documents and funds referred to in the Cross Receipt are true and correct.

(b) The enforcement of any obligations of any Person under the Financing Documents or otherwise may be limited by or subject to bankruptcy, insolvency, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and we express no opinion as to the status under any fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any Person, whether under the Financing Documents or otherwise.

(c) We express no opinion as to the availability of any specific or equitable relief of any kind.

(d) The enforcement of any of the Purchasers’ rights may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e) We express no opinion as to the enforceability of any particular provision of any of the Financing Documents relating to or constituting (i) waivers of rights to object to jurisdiction or venue, consents to jurisdiction or venue, or waivers of rights to (or methods of) service of process, (ii) waivers of rights to trial by jury or other rights or benefits bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs, recoupments, or counterclaims, (iv) waivers or variations of legal provisions or rights that are not capable of waiver or variation under applicable law, or (v) exculpation or exoneration clauses, clauses relating to rights of indemnity or contribution, and clauses relating to releases or waivers of unmatured claims or rights.

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 6

(f) We express no opinion as to the effect of suretyship defenses, or defenses in the nature thereof, with respect to the obligations of each Original Subsidiary Guarantor or any other guarantor, joint obligor, surety, accommodation party, or other secondary obligor.

(g) Our opinion in paragraph 3 below is based solely on a review of generally applicable laws of the State of New York and the United States of America and not on any search with respect to, or review of, any orders, decrees, judgments or other determinations specifically applicable to the Company or any Original Subsidiary Guarantor.

(h) We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

Based upon the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that:

1. Each of the Note Purchase Agreement and the Notes constitutes the legal, valid and binding obligation of each Issuer, enforceable against each Issuer in accordance with its respective terms. The Subsidiary Guaranty constitutes the legal, valid and binding obligation of each Original Subsidiary Guarantor, enforceable against it in accordance with its terms.

2. The execution and delivery by each Issuer of the Financing Documents to which it is a party, the issuance and sale of the Notes by the Issuers and the performance by each Issuer of its respective obligations under such Financing Documents to which it is a party, will not constitute a violation of its respective Governing Documents.

3. No consents, approvals or authorizations of Governmental Authorities of the State of New York or the United States of America are required under the laws of the United States of America or the State of New York on behalf of (a) each Issuer or any Original Subsidiary Guarantor in connection with the execution and delivery of each of the Financing Documents to which such Person is a party, and (b) the offer, issuance, sale and delivery of the Notes by the Issuers.

4. The Choice of Law Provisions are enforceable in accordance with New York General Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in New York and applying New York choice of law principles.

To each of the Purchasers

listed on Annex 1 hereto

Month 25, 2008

Page 7

5. Under the circumstances contemplated by the Note Purchase Agreement, it is not necessary to register the offer and sale of the Notes or the issuance of the Subsidiary Guaranty to be delivered to the Purchasers today under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the issuance of the Notes under the Trust Indenture Act of 1939, as amended.

This opinion is delivered solely to you and for your benefit in connection with the Financing Documents and may not be relied upon by you for any other purpose or furnished or referred to, or relied upon by any other person or entity (except that future holders of Notes acquired in accordance with the terms of the Financing Documents may rely on this opinion as if it were addressed to them and copies hereof may be delivered to the National Association of Insurance Commissioners or any similar regulatory authority) for any reason without our prior written consent.

Very truly yours,

BINGHAM McCUTCHEN LLP

ANNEX 1

PURCHASERS

The Prudential Insurance Company of America

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Prudential Retirement Insurance and Annuity Company

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Physicians Mutual Insurance Company

c/o Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Teachers Insurance and Annuity Association of America

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

EXHIBIT 4.12

FORM OF SUBSIDIARY GUARANTY

[Intentionally omitted]

EX-10.1

Exhibit 10.1

$400,000,000

CREDIT AGREEMENT

Among

AMEDISYS, INC.,

AMEDISYS HOLDING, L.L.C.,

as Borrowers,

The Several Lenders from Time to Time Parties Hereto

(including without limitation, Raymond James Bank, fsb, as Senior Managing Agent),

FIFTH THIRD BANK,

BANK OF AMERICA, N.A.,

as Documentation Agents,

OPPENHEIMER & CO, INC.,

UBS SECURITIES LLC,

as Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of March 26, 2008

J.P. MORGAN SECURITIES INC. and

UBS SECURITIES LLC,

as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	23
ARTICLE 2	AMOUNT AND TERMS OF COMMITMENTS	23
2.1	Term Commitments	23
2.2	Procedure for Term Loan Borrowing	24
2.3	Repayment of Term Loan	24
2.4	Revolving Commitments	24
2.5	Procedure for Revolving Loan Borrowing	24
2.6	Swingline Commitment	25
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	25
2.8	Applicable Commitment Fees, Etc	26
2.9	Termination or Reduction of Revolving Commitments	27
2.10	Optional Prepayments	27
2.11	Mandatory Prepayments	27
2.12	Conversion and Continuation Options	28
2.13	Limitations on Eurodollar Tranches	28
2.14	Interest Rates and Payment Dates	29
2.15	Computation of Interest and Fees	29
2.16	Inability to Determine Interest Rate	29
2.17	Pro Rata Treatment and Payments	30
2.18	Requirements of Law	31
2.19	Taxes	32
2.20	Indemnity	34
2.21	Change of Lending Office	34
2.22	Replacement of Lenders	34
2.23	Increase of Commitments	35
2.24	Joint and Several Liability	35
ARTICLE 3	LETTERS OF CREDIT	37
3.1	L/C Commitment	37
3.2	Procedure for Issuance of Letter of Credit	37
3.3	Fees and Other Charges	38
3.4	L/C Participations	38
3.5	Reimbursement Obligation of the Borrower	39
3.6	Obligations Absolute	39
3.7	Letter of Credit Payments	39
3.8	Applications	39

Credit Agreement i

ARTICLE 4	REPRESENTATIONS AND WARRANTIES	40
4.1	Financial Condition	40
4.2	No Change	40
4.3	Existence; Compliance with Law	40
4.4	Power; Authorization; Enforceable Obligations	41
4.5	No Legal Bar	41
4.6	Adverse Proceedings	41
4.7	No Default	41
4.8	Ownership of Property; Liens	41
4.9	Intellectual Property	41
4.10	Taxes	42
4.11	Federal Regulations	42
4.12	Labor Matters	42
4.13	ERISA	42
4.14	Investment Company Act; Other Regulations	43
4.15	Subsidiaries	43
4.16	Use of Proceeds	43
4.17	Environmental Matters	43
4.18	Accuracy of Information, Etc	44
4.19	Solvency	44
4.20	Employee Benefit Plans	44
4.21	Certain Documents	45
4.22	Compliance with Health Care Laws	45
4.23	Projections	46
ARTICLE 5	CONDITIONS PRECEDENT	47
5.1	Conditions to Initial Extension of Credit	47
5.2	Conditions to Each Extension of Credit	49
ARTICLE 6	AFFIRMATIVE COVENANTS	49
6.1	Financial Statements	49
6.2	Certificates; Other Information	50
6.3	Payment of Obligations	52
6.4	Maintenance of Existence; Compliance	52
6.5	Maintenance of Property; Insurance	52
6.6	Inspection of Property; Books and Records; Discussions	52
6.7	Notices	52
6.8	Environmental Laws	53
6.9	Further Assurances	53
6.10	Subsidiaries	53
6.11	Compliance Program	54
6.12	Condition of Participation in Third Party Payor Programs	54
6.13	Payment of Taxes and Claims	54
ARTICLE 7	NEGATIVE COVENANTS	54
7.1	Financial Condition Covenants.	55
7.2	Indebtedness	56

Credit Agreement ii

7.3	Liens	57
7.4	Fundamental Changes; Disposition of Assets; Acquisitions	59
7.5	Clauses Restricting Subsidiary Distributions	60
7.6	Restricted Payments	60
7.7	Investments	60
7.8	Transactions with Affiliates	61
7.9	Sales and Leasebacks	61
7.10	Swap Agreements	61
7.11	Changes in Fiscal Periods	61
7.12	Negative Pledge Clauses	62
7.13	Lines of Business	62
7.14	Amendments to Acquisition Documents	62
7.15	No Foreign Subsidiaries	62
ARTICLE 8	EVENTS OF DEFAULT	62
ARTICLE 9	THE AGENTS	65
9.1	Appointment	65
9.2	Delegation of Duties	65
9.3	Exculpatory Provisions	65
9.4	Reliance by Administrative Agent	66
9.5	Notice of Default	66
9.6	Non-Reliance on Agents and Other Lenders	66
9.7	Indemnification	67
9.8	Agent in Its Individual Capacity	67
9.9	Successor Administrative Agent	67
9.10	Documentation Agents and Syndication Agents	67
ARTICLE 10	MISCELLANEOUS	68
10.1	Amendments and Waivers	68
10.2	Notices	69
10.3	No Waiver; Cumulative Remedies	70
10.4	Survival of Representations and Warranties	70
10.5	Payment of Expenses and Taxes	70
10.6	Successors and Assigns; Participations and Assignments	71
10.7	Adjustments; Setoff	73
10.8	Counterparts	74
10.9	Severability	74
10.10	Integration	74
10.11	GOVERNING LAW	74
10.12	Submission To Jurisdiction; Waivers	75
10.13	Acknowledgements	75
10.14	Releases of Guarantees	75
10.15	Confidentiality	76
10.16	WAIVERS OF JURY TRIAL	76
10.17	USA Patriot Act Notice	77

Credit Agreement iii

SCHEDULES:
Schedule 1.1	—	Commitments
Schedule 3.1	—	Existing Letters of Credit
Schedule 4.4	—	Consents, Authorizations, Filings and Notices; Ownership
Schedule 4.15	—	Subsidiaries, Capital Stock and Initial Guarantors
Schedule 4.22	—	Health Care Laws
Schedule 7.2	—	Existing Indebtedness
Schedule 7.3	—	Existing Liens
Schedule 7.8	—	Transactions with Affiliates
EXHIBITS:
Exhibit “A”	—	Form of Guaranty Agreement
Exhibit “B”	—	Form of Compliance Certificate
Exhibit “C”	—	Form of Closing Certificate
Exhibit “D”	—	Form of Assignment and Assumption
Exhibit “E”	—	Form of Legal Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Exhibit “F”	—	Form of Notice of Borrowing
Exhibit “G”		Form of Continuation/Conversion Notice
Exhibit “H”	—	Insurance Requirements
Exhibit “I”	—	Form of Exemption Certificate
Exhibit “J”	—	Solvency Certificate
Exhibit “K”	—	Form of Increase Commitment Supplement

Credit Agreement iv

CREDIT AGREEMENT, dated as of March 26, 2008, among AMEDISYS HOLDING, L.L.C. (“Co-Borrower”), AMEDISYS , INC. (the “Lead Borrower”, together with the Co-Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents (in such capacity, the “Documentation Agents”), OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents (in such capacity, the “Syndication Agents”), JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. (“JPM Securities”) and UBSS as Co-Lead Arrangers and Joint Bookrunners.

The parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ABR Loan”: a Loan bearing interest at a rate determined by reference to the ABR.

“Acquisition”: the consummation of the transactions described in the Acquisition Agreement.

“Acquisition Agreement”: that certain Purchase and Sale Agreement, dated as of the 18th day of February 2008, by and among the Lead Borrower, Buyer, TLC, TLC Holdings I, Corp. (“Holdco”), and the securityholders of TLC and Holdco, as sellers, (the “Sellers”) to acquire all of the outstanding shares of TLC and Holdco, as amended, modified or supplemented in accordance with Section 7.14.

“Acquisition Documentation”: collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Adjustment Date”: as defined in the Applicable Margin.

“Adverse Proceeding”: any action, suit, proceeding (whether administrative, judicial or otherwise), prosecution, governmental investigation, audit or arbitration (whether or not purportedly on behalf of the Borrowers or any of their Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims) that is pending or, to the knowledge of the Borrowers or any of their Subsidiaries, threatened against or affecting the Borrowers or any of their Subsidiaries or any property of the Borrowers or any of their Subsidiaries.

“Administrative Agent”: JPMorgan Chase Bank, N.A., together with its Affiliates and successors, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents.

Credit Agreement – Page 1

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person.

“Agent”: each of the Syndication Agents, the Documentation Agents and the Administrative Agent.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loan and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”: this Credit Agreement, dated as of March 26, 2008, as it may be amended, supplemented, restated or otherwise modified from time to time.

“Applicable Margin” and “Applicable Commitment Fee”: for each Type of Loan, the rate per annum determined by reference to the Total Leverage Ratio in effect from time to time as set forth under the relevant column heading below:

Pricing Level	Total Leverage Ratio	Applicable Margin for Eurodollar Loans	Applicable Margin for ABR Loans	Applicable Commitment Fee
I	³3.00	2.00%	1.00%	0.400%
II	< 3.00 and ³2.50	1.75%	0.75%	0.350%
III	< 2.50 and ³2.00	1.50%	0.50%	0.300%
IV	< 2.00 and ³1.50	1.25%	0.25%	0.250%
V	< 1.50 and ³1.00	1.00%	0.00%	0.200%
VI	< 1.00	0.75%	0.00%	0.150%

No change in the Applicable Margin or Applicable Commitment Fee shall become effective until the date (the “Adjustment Date”) that is three Business Days after the date on which the applicable financial statements and a Compliance Certificate are delivered to the Lenders pursuant to Section 6.2(b) calculating the Total Leverage Ratio and shall remain in effect until the next change to be effected pursuant to this paragraph. From the Closing Date to the delivery of the applicable financial statements and a Compliance Certificate pursuant to Section 6.2(b) calculating the Total Leverage Ratio for the Lead Borrower’s Fiscal Quarter ending June 30, 2008, the Applicable Margin and the Applicable Commitment Fee shall be determined as if Pricing Level II applied. If any of the information referred to above is not delivered as and when required by Section 6.2, then, until the date that is three Business Days after the date on which such information is delivered, Pricing Level I shall apply.

“Application”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit.

“Approved Fund”: as defined in Section 10.6(b).

“Assessments”: as defined in Section 4.22(g).

Credit Agreement – Page 2

“Asset Sale”: any sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other Disposition to, or any exchange of property with, any Person (other than the Borrowers or any Guarantor), in one transaction or a series of transactions, of all or any part of the Borrowers’ or any of their Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including, without limitation, the Capital Stock of any of the Borrowers’ Subsidiaries, other than inventory sold or leased in the ordinary course of business (excluding any such sales, leases or licenses by operations or divisions discontinued or to be discontinued).

“Assignee”: as defined in Section 10.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit “D”.

“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect less (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.4(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Bankruptcy Code”: 11 U.S.C. Title 11, as now and hereafter in effect, or any successor statute.

“Benefitted Lender”: as defined in Section 10.7(a).

“Big Four Accounting Firm”: any of Ernst & Young LLP, PriceWaterhouseCoopers LLP, Deloitte & Touche LLP or KPMG LLP.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors”: (a) in the case of a Person that is a limited partnership, the general partner or any committee authorized to act therefor, (b) in the case of a Person that is a corporation, the board of directors of such Person or any committee authorized to act therefor, (c) in the case of a Person that is a limited liability company, the board of managers or members of such Person or such Person’s manager or any committee authorized to act therefor and (d) in the case of any other Person, the board of directors, management committee or similar governing body or any authorized committee thereof responsible for the management of the business and affairs of such a Person.

“Borrowers”: as defined in the preamble hereto.

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business Day”: a day of the year on which commercial banks in New York City are not authorized or required by law to close, and, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Buyer”: Amedisys TLC Acquisition, L.L.C.

Credit Agreement – Page 3

“Capital Lease Obligations”: as to any Person, the amount of the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations, in conformity with GAAP, are required to be classified and accounted for as capital leases on a balance sheet of such Person.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to Securities issued or fully guaranteed or insured by the United States government; (e) Securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the Securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A-1 by S&P or P-1 by Moody’s; (f) Securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $1,000,000,000.

“Change of Control”: at any time, (a) any Person or “group”(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Lead Borrower or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of the Lead Borrower, or (b) the majority of the seats (other than vacant seats) on the Board of Directors of the Lead Borrower cease to be occupied by Persons who are Continuing Directors.

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is March 26, 2008, or as soon thereafter as practicable.

“Co-Borrower”: as set forth in preamble hereto.

“Code: the Internal Revenue Code of 1986, as amended from time to time.

“Commitment”: as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender.

Credit Agreement – Page 4

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit “B”.

“Confidential Information Memorandum”: the Confidential Information Memorandum dated February 20, 2008 and furnished to certain Lenders.

“Consent Subsidiary”: any Subsidiary formed or acquired after the date hereof, in respect of which the consent of any Person other than the Borrowers or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to become a Guarantor.

“Consolidated Adjusted EBITDA”: means, for any period, an amount determined on a consolidated basis for the applicable Person equal to (a) the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) provisions for Taxes based on income, (iv) total depreciation expense, (v) total amortization expense, (vi) Restructuring Charges, and (vii) other noncash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) minus (b) other non-cash items increasing Consolidated Net Income for such period (excluding (x) any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items to the extent that such accrual or reversal was created in such period and (y) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which cash was received in a prior period). Except where otherwise indicated, “Consolidated Adjusted EBITDA” refers to Consolidated Adjusted EBITDA of the Lead Borrower and its consolidated Subsidiaries.

“Consolidated Adjusted EBITDAR”: means, with reference to any period, Consolidated Adjusted EBITDA for such period plus, without duplication, to the extent deducted from revenues in determining Consolidated Net Income for such period, Consolidated Rent, calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP for such period.

“Consolidated Capital Expenditures”: means, for any period, the aggregate of all expenditures of the Lead Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Lead Borrower and its Subsidiaries.

“Consolidated Cash Interest Expense”: means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash for such period.

“Consolidated Interest Expense”: means, for any period, total interest expense (including that portion attributable to Capital Lease Obligations and capitalized interest) of the Lead Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Specified Swap Agreements, but excluding, however, debt issuance costs, debt discount or premium and other financing fees and expenses paid or accrued on or before the Closing Date.

Credit Agreement – Page 5

“Consolidated Net Income”: means, for any period, (a) the net income (or loss) of the Lead Borrower and its consolidated Subsidiaries for such period taken as a single accounting period determined in conformity with GAAP, minus (b) (i) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Lead Borrower or is merged into or consolidated with the Lead Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Lead Borrower or any of its Subsidiaries, (ii) the income of any Subsidiary of the Lead Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (iii) any after-tax gains or losses attributable to a Material Asset Sale or returned surplus assets of any Pension Plan, and (iv) (to the extent not included in clauses (i) through (iii) above) any net extraordinary non-cash gains or net extraordinary non-cash losses.

“Consolidated Rent”: for any period, the dollar amount of rent expensed for the use of improved and unimproved real property on the financial statements of the Lead Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period.

“Consolidated Total Debt”: as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of the Lead Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP (without giving effect to original issue discount).

“Continuing Directors”: the members of the Board of Directors of the Lead Borrower on the Closing Date, after giving effect to the Acquisition, and any future member of the Board of Directors of the Lead Borrower if such future director’s appointment or nomination for election to the Board of Directors of the Lead Borrower is made or recommended, as the case may be, by at least a majority of the then Continuing Directors.

“Contractual Obligation”: as to any Person, any provision of any Securities issued by such Person or of any indenture, mortgage, deed of trust, contract, agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or to which it or any of its properties is subject.

“Control”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion”, “Convert” and “Converted” each refer to a conversion of a Loan of one Type into Loans of the other Type pursuant to Section 2.12.

“Corporate Headquarters”: that parcel of real property located at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana 70816, together with all improvements now or hereafter constructed thereon comprising the principal executive offices of the Lead Borrower and its Subsidiaries.

“Default”: any of the events specified in Article 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Disposition”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agents”: as defined in the preamble hereto.

Credit Agreement – Page 6

“Dollars” and “$”: dollars in lawful currency of the United States.

“Employee Benefit Plan”: any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Borrowers, any of their Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim”: means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws”: any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; (b) the generation, use, storage, transportation or disposal of Hazardous Materials; or (c) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Borrowers or any of their Subsidiaries or any real property (including all buildings, fixtures or other improvements located thereon) now or hereafter owned, leased, operated or used by the Borrowers or any of their Subsidiaries.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate”: as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o)of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of the Borrowers or any of their Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrowers or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Borrowers or such Subsidiary and with respect to liabilities arising after such period for which the Borrowers or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event”: (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by the Borrowers or any of their Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrowers, any of their Subsidiaries or any of their respective Affiliates

Credit Agreement – Page 7

pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on the Borrowers any of their Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of the Borrower, any of their Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by the Borrowers, any of their Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in Reorganization or Insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or omission which could give rise to the imposition on the Borrowers, any of their Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (1), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrowers, any of their Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (k)the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on such page (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

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“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified in Article 8, provided, that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excluded Foreign Subsidiary”: any Foreign Subsidiary in respect of which the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

“Existing Indebtedness”: that certain Credit and Guaranty Agreement dated as of October 24, 2007, among the Lead Borrower, the Co-Borrower, CIBC World Markets Corp., Canadian Imperial Bank of Commerce, and J.P. Morgan Securities Inc.

“Existing Letters of Credit”: means the letters of credit outstanding on the Closing Date and set forth on Schedule 3.1.

“Facility”: each of (a) the Term Commitments and the Term Loan made hereunder (the “Term Facility”) and (b) the Revolving Commitments and the extensions of credit made thereunder (the “Revolving Facility”).

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date”: (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“Fiscal Quarter”: means a fiscal quarter of any Fiscal Year.

“Fiscal Year”: the fiscal year of the Lead Borrower and its Subsidiaries ending on December 31 of each calendar year.

“Fixed Charge Coverage Ratio”: the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDAR minus Consolidated Capital Expenditures minus Taxes based on income that are paid in cash, all for the four-Fiscal Quarter period then ending, to (ii) scheduled payments of principal on Indebtedness of Borrower and its Subsidiaries plus Consolidated Cash Interest Expense plus Consolidated Rent plus Restricted Payments, all for such four-Fiscal Quarter period; provided however, solely for the purposes of calculating this covenant, the Borrowers shall be permitted to exclude an aggregate amount of $20,000,000 of Consolidated Capital Expenditures during the term of the Loans for discretionary capital expenditures included in such total incurred in connection with the Corporate Headquarters.

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“Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Fraudulent Transfer Laws”: as defined in Section 2.24(a).

“Funding Borrower”: as defined in Section 2.24(b).

“Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b). In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Governmental Authority”: the government of the United States of America, any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Governmental Authorization”: any permit, license, certificate of need, approval, agreement, provider number, registration, certificate, filing, consent, authorization, plan, directive, consent order, consent decree or other permission (including any supplements or amendments thereto) of or from any Governmental Authority.

“Governmental Third Party Payor”: as defined in Section 4.22(c).

“Governmental Third Party Payor Programs”: as defined in Section 4.22(c).

“Group Members”: the collective reference to the Borrowers and their respective Subsidiaries.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any

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Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, Securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”: the collective reference to (a) as of the Closing Date, the Initial Guarantors and (b) each Supplemental Guarantor and in each case, their respective successors and assigns.

“Guaranty Agreement”: the Guaranty Agreement to be executed and delivered by the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit “A”.

“Hazardous Materials”: any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any facility or to the indoor or outdoor environment.

“Hazardous Materials Activity”: means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Health Care Laws”: (a) any and all federal and state fraud and abuse laws, including without limitation, the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Anti-Self-Referral Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. §1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. §§ 3729 et seq .), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty laws (42 U.S.C. § 1320a-7a), the regulations promulgated pursuant to such statute and any comparable state laws, (b) HIPAA, (c) Medicare, (d) Medicaid and (e) any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates patient or program charges, billing and collections, recordkeeping, claims process, documentation requirements, medical necessity, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation or any other aspect of providing health care or reimbursement therefor.

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“HIPAA”: the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq.), as the same may be amended, modified or supplemented from time to time, any successor statute thereto, any and all rules or regulations promulgated from time to time thereunder, and any comparable state laws.

“HIPAA Compliance Plan”: as defined in Section 4.22(g).

“HIPAA Compliant”: to the extent applicable, each of the Lead Borrower, Co-Borrower and their Subsidiaries (a)is in material compliance with any and all of the applicable requirements of HIPAA and (b)is not subject to, and would not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that would reasonably be expected to cause a Material Adverse Effect in connection with any violation by the Borrowers or any of their Subsidiaries of then effective requirements of HIPAA.

“Holdco”: as defined in the definition of “Acquisition Agreement”.

“Immaterial Subsidiary”: any Subsidiary (a) which has net revenues less than 2.5% of the net revenues of the Lead Borrower and its Subsidiaries on a consolidated basis or (b) which has Consolidated Adjusted EBITDA less than 2.5% of the total Consolidated Adjusted EBITDA of the Lead Borrower and their Subsidiaries on a consolidated basis.

“Increase Amount”: as defined in Section 2.23.

“Indebtedness”: as applied to any Person, means, without duplication, (a) all Indebtedness for borrowed money; (b) that portion of obligations with respect to Capital Lease Obligations that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (i) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all Indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the Indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (f) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (g) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (h) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (i) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (i) or (ii) of this clause (i), the primary purpose or intent thereof is as described in clause (h) above; and (j) obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Specified Swap Agreement, whether entered into for hedging or speculative purposes.

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“Initial Guarantors”: each Subsidiary of the Lead Borrower as of the Closing Date (other than the Co-Borrower, any Immaterial Subsidiaries, Saint Alphonso Home Health and Hospice, LLC and any other Consent Subsidiaries).

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: (a) all inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all broadcast rights, (e) all mask works and all applications, registrations and renewals in connection therewith, (f) all know-how, trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice (including ideas, research and development, know-how, formulas, compositions and manufacturing and production process and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (g) all computer software (including data and related documentation), (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all licenses and agreements in connection therewith.

“Interest Payment Date”: (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December (or, if an Event of Default is in existence, the last day of each calendar month) to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and on the date that such Eurodollar Loan is Converted or paid in full, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

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(ii) the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Term Loan, as the case may be;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“Investments”: (a) any direct or indirect purchase or other acquisition by the Borrowers, or any of their Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of the Borrowers from any Person (other than the Borrowers or any Guarantor), of any Capital Stock of such Person; and (c) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the Borrowers or any of their Subsidiaries to any other Person (other than the Borrowers or any Guarantor), including all Indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Issuing Lender”: JPMorgan Chase Bank, N.A., or any affiliate thereof, in its capacity as issuer of any Letter of Credit and any other Revolving Lender approved by the Administrative Agent and the Lead Borrower that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“Joint Venture”: a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“L/C Commitment”: $25,000,000.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants”: the collective reference to all the Revolving Lenders other than the Issuing Lender.

“Lead Borrower”: as defined in the preamble hereto.

“Legacy Costs”: one-time expenses for the costs of lease or other contract terminations and other similar costs of the type described in Emerging Issues Task Force Issue (“EITF”) 95-3, “Recognition of Liabilities in connection with a Purchase Business Combination”.

“Lenders”: as defined in the preamble hereto.

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“Letters of Credit”: as defined in Section 3.1(a), provided, such term shall include the Existing Letter of Credit.

“Lien”: (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Security Documents, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Party”: a Group Member that is a party to a Loan Document.

“Majority Facility Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loan or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

“Material Acquisition”: any acquisition of property or series of related acquisitions of property that (a) constitutes all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Loan Parties in excess of $20,000,000.

“Material Adverse Effect”: a material adverse effect on (a) the business, property, operations, condition (financial or otherwise) or prospects of the Borrowers and their Subsidiaries taken as a whole, (b) the ability of the Loan Parties to fully and timely perform their obligations under the Loan Documents, (c) the legality, validity, binding effect, or enforceability of this Agreement or any of the other Loan Documents against the Loan Parties or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder or (d) the rights, remedies, and benefits available to, or conferred upon, the Administrative Agent, Issuing Bank or the Lenders under any Loan Documents.

“Material Asset Sale”: any Asset Sale, other than in connection with a Permitted Acquisition, involving the disposition of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the Capital Stock of a Person and (b) yields gross proceeds to the Borrowers and their Subsidiaries in excess of $5,000,000.

“Medicaid”: means collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq .) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program, including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program, (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program, and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

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“Medicare”: collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§1395 et seq .) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program, including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program, and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connected with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Moody’s”: Moody’s Investor Services, Inc.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Sections 3(37) and 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in excess of $2,500,000 in any Fiscal Year that are in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock (excluding proceeds received pursuant to director or employee option plans or other Employee Benefit Plans), the cash proceeds received from such issuance, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“New Lender”: as defined in Section 2.23.

“Non-Excluded Taxes”: as defined in Section 2.19(a).

“Non-U.S. Lender”: as defined in Section 2.19(d).

“Notes”: the collective reference to any promissory note evidencing Loans.

“Notice of Borrowing”: as defined in Section 2.5 and substantially in the form of Exhibit “F”.

“Obligation Aggregate Payments”: as defined in Section 2.24.

“Obligation Fair Share”: as defined in Section 2.24.

“Obligation Fair Share Contribution Amount”: as defined in Section 2.24.

“Obligation Fair Share Shortfall”: as defined in Section 2.24.

“Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)

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the Loans and all other obligations and liabilities of the Borrowers to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise.

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant”: as defined in Section 10.6(c).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Pension Plan”: any Employer Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition”: any acquisition by the Borrowers or any of their Wholly-Owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or of 50% or more of the Capital Stock of, or a business line or unit or a division of, any Person; provided, (a) immediately prior to, and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing or would result therefrom; (b) the Borrowers and their Subsidiaries shall have delivered to the Administrative Agent at least ten Business Days prior to such proposed acquisition, a certificate evidencing on a pro forma basis after giving effect to such acquisition that the Total Leverage Ratio is either (x) less than 2.50 to 1.00 or (y) 25 basis points less than the Total Leverage Ratio limitation then in effect pursuant to Section 7.1 and all acquisitions, including the proposed acquisition, during the preceding four (4) Fiscal Quarters will not exceed $30,000,000 in the aggregate; and (c) such acquisition and all transactions related thereto (i) shall be consummated in accordance with all material applicable laws and (ii) shall not be preceded by, or effected pursuant to, a hostile takeover offer.

“Person”: any natural person, corporation, limited liability company, trust, Joint Venture, association, company, partnership, Governmental Authority or other entity.

“Plan”: at a particular time, any Employee Benefit Plan that is covered by ERISA and in respect of which the Borrowers or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate”: the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by such Lender in connection with extensions of credit to debtors).

“Privacy and Security Rules”: as defined in Section 4.22.

“Private Third Party Payor”: as defined in Section 4.22.

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“Private Third Party Payor Programs”: as defined in Section 4.22.

“Pro Forma Balance Sheet”: as defined in Section 4.1.

“Projections”: as defined in Section 4.23.

“Ratably”: means in the event of a Disposition which results in Net Cash Proceeds to be applied pursuant to Section 2.11(b) hereof and Section 8.7 of the Senior Note Indenture, an amount equal to the product of (a) the Net Cash Proceeds being so applied to the payment of Indebtedness multiplied by (b) a fraction the numerator of which is the outstanding principal amount of the Loans and the denominator of which is the sum of the outstanding principal amount of all Loans plus the outstanding principal amount of all Indebtedness outstanding under the Senior Notes.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“Refunded Swingline Loans”: as defined in Section 2.7.

“Register”: as defined in Section 10.6.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrowers to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loan or reduce the Revolving Commitments pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the Borrowers have delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrowers (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrowers’ business.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring nine months after such Reinvestment Event and (b) the date on which the Borrowers shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrowers’ business with all or any portion of the relevant Reinvestment Deferred Amount.

“Release”: any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

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“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. §4043.

“Required Lenders”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loan then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and Bylaws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”: the chief executive officer, president, chief financial officer or senior vice president-finance of the Lead Borrower, but in any event, with respect to financial matters, the chief financial officer or the senior vice president-finance of the Lead Borrower.

“Restricted Payments”: (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of the Borrowers or any of their Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Borrowers or any of their Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Borrowers or any of their Subsidiaries now or hereafter outstanding.

“Restructuring Charges”: means charges for reasonable out-of-pocket legal, due diligence, audit and investment banking fees expensed on or before June 30, 2008 in connection with the negotiation and completion of the transactions contemplated in connection with this Agreement; provided that Restructuring Charges shall be limited to the maximum aggregate amount of $10,000,000.

“Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments is $250,000,000.

“Revolving Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.

“Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then

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outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans”: as defined in Section 2.4(a).

“Revolving Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“Revolving Termination Date”: means the earlier to occur of (a) March 26, 2013 or (b) the date that the Revolving Commitments are sooner terminated pursuant to Sections 2.9 or 8 hereof.

“S&P”: Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Securities”: any stock, shares, partnership interests, membership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act”: the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Documents”: the collective reference to the Guaranty Agreement, Lien, if any, on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Sellers”: as defined in the definition of “Acquisition Agreement”.

“Senior Note Indenture”: the Indenture entered into by the Lead Borrower and the Co-Borrower in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the Lead Borrower and the Co-Borrower in connection therewith.

“Senior Notes”: the notes of the Lead Borrower and issued on the Closing Date pursuant to the Senior Note Indenture.

“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

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“Solvency Certificate”: a Solvency Certificate of the chief financial officer or senior vice president—accounting of the Lead Borrower or the Co-Borrower, as applicable, substantially in the form of Exhibit “J”.

“Solvent”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Cash Management Agreement”: any agreement providing for treasury, depositary, purchasing card or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrowers or any Guarantor and any Lender or affiliate thereof, which has been designated by such Lender and the Borrowers, by notice to the Administrative Agent not later than 90 days after the execution and delivery by the Borrowers or such Guarantor, as a “Specified Cash Management Agreement”.

“Specified Change of Control”: a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Note Indenture.

“Specified Swap Agreement”: any Swap Agreement in respect of interest rates, currency exchange rates or commodity prices entered into by the Borrowers or any Guarantor and any Person that is a Lender or an Affiliate of any Lender at the time such Swap Agreement is entered into.

“Subject Transaction”: as defined in Section 7.1(c).

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company, Joint Venture or other entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether, directors, managers, trustees or other persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Subsidiary Guarantor”: each Subsidiary of the Borrowers other than any Excluded Foreign Subsidiary.

“Supplemental Guarantor”: as defined in Section 6.10.

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“Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or Securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or any of their Subsidiaries shall be a “Swap Agreement”.

“Swingline Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $15,000.000.

“Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans.

“Swingline Loans”: as defined in Section 2.6.

“Swingline Participation Amount”: as defined in Section 2.7.

“Syndication Agents”: as defined in the preamble hereto.

“Taxes”: means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrowers in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1. The original aggregate amount of the Term Commitments is $150,000,000.

“Term Lenders”: the Lenders of the Term Loan.

“Term Loan”: as defined in Section 2.1.

“Term Loan Maturity Date”: means the earlier to occur of (a) March 26, 2013 or (b) the date the Term Loans are accelerated pursuant to Article 8 hereof.

“Term Percentage”: as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

“TLC”: TLC Health Care Services, Inc., and certain securityholders.

“Total Leverage Ratio”: means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Total Debt as of such day to (b) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect.

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“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Transactions Rule”: as defined in Section 4.22.

“Transferee”: any Assignee or Participant.

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“United States”: the United States of America.

“USA Patriot Act”: as defined in Section 10.17.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrowers.

1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, Securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE 2

AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrowers on the Closing Date in an amount up to

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but not to exceed such Lender’s Term Commitment. The Term Loan may from time to time consist of Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

2.2 Procedure for Term Loan Borrowing. The Borrowers shall give the Administrative Agent irrevocable notice pursuant to a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loan on the Closing Date and specifying the amount to be borrowed. Upon receipt of such notice, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrowers on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.

2.3 Repayment of Term Loan. The Term Loan of each Term Lender shall mature in 20 consecutive quarterly installments, each of which shall be in an amount equal to such Lender’s Term Percentage multiplied by each principal payment in the amount of $7,500,000 due and payable commencing on June 30, 2008 and continuing on the last day of each September, December, March and June thereafter until the Term Loan Maturity Date.

2.4 Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12.

(b) The Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.5 Procedure for Revolving Loan Borrowing. The Borrowers may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrowers shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing). Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telephone, conformed promptly in writing, or telex, telecopier or other electronic communication and shall specify: (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each Revolving Loan shall be in an amount equal to (x) in the case of ABR Loans,

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$1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof; with the exception of Revolving Loans the proceeds of which are or will be used to pay or prepay in full all outstanding Swingline Loans or outstanding L/C Obligations including, without limitation, Revolving Loans requested by the Swingline Lender pursuant to Section 2.7. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrowers at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrowers in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrowers by the Administrative Agent crediting the account of the Borrowers on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

2.6 Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans (“Swingline Loans”) to the Borrowers; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.

(b) The Borrowers shall repay to the Administrative Agent for the account of the Swingline Lender (and such other Revolving Lenders that have made Swingline Loans) the then unpaid principal amount of each Swingline Loan on the earlier of the maturity date specified in the Notice of Borrowing (which maturity date shall be no later than the tenth Business Day after the requested date of such Borrowing) and the Revolving Termination Date; provided that on each date that a Revolving Loan is borrowed, the Borrowers shall repay all Swingline Loans then outstanding.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the Borrowers desire that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing pursuant to a Notice of Borrowing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period) and (iii) the maturity of such borrowing (which maturity shall be no longer than ten Business Days after the requested Borrowing Date). Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a Notice of Borrowing, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrowers on such Borrowing Date by depositing such proceeds in the account of the Borrowers with the Administrative Agent on such Borrowing Date in immediately available funds.

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(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrowers (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan (without regard to the limits set forth in Section 2.5), in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrowers irrevocably authorize the Swingline Lender to charge the Borrowers’ accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrowers or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrowers may have against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.8 Applicable Commitment Fees, Etc. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from

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and including the date hereof to the last day of the Revolving Commitment Period, computed at a rate per annum equal to the Applicable Commitment Fee times the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears as invoiced by the Administrative Agent on or before each Fee Payment Date, commencing with the first payment due hereunder on June 30, 2008.

(b) The Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.

2.9 Termination or Reduction of Revolving Commitments. The Borrowers shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect.

2.10 Optional Prepayments. The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loan and Revolving Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Prepayments of the Term Loan made pursuant to this Section 2.10 shall be applied, first, to the prepayment of the Term Loan in accordance with Section 2.17(b) and, if the Term Loans are paid in full, then to Revolving Loans without reduction in the Revolving Commitments, the Swingline Commitment or the L/C Commitments.

2.11 Mandatory Prepayments. (a) If Borrowers receive Net Cash Proceeds as a result of the issuance of any Capital Stock and, at the time of issuance, the Total Leverage Ratio is ³ 2.50 to 1.00, an amount equal to 50% of the Net Cash Proceeds (up to the maximum amount of the Term Loans then outstanding) thereof shall be applied as a prepayment in accordance with Section 2.11(c) within three Business Days of such issuance.

(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.11(c); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any Fiscal Year of the Borrowers and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.11(c).

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(c) Amounts to be applied in connection with prepayments made pursuant to Section 2.11 shall be applied Ratably to the Senior Notes and the Loans, with prepayments to the Loans to be applied, first, to the prepayment of the Term Loan in accordance with Section 2.17(b) and, second, the excess, if any, to the Revolving Loans without reduction in the Revolving Commitments, the Swingline Commitment or the L/C Commitments. In addition, any reduction of the Revolving Commitments pursuant to Section 2.09 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced, provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.12 Conversion and Continuation Options. a) The Borrowers may elect from time to time to Convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed Conversion date, provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to Convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit “G” of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed Conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be Converted into a Eurodollar Loan when: (i) any Event of Default has occurred and is continuing; and (ii) the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such Conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when (i) any Event of Default has occurred and is continuing and (ii) the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrowers shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically Converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be in conformity with Section 2.5 and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

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2.14 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c)(i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such nonpayment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.15 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrowers and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrowers and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrowers, deliver to the Borrowers a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a).

2.16 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

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(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been Converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be Converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers have the right to Convert Loans under the relevant Facility to Eurodollar Loans.

2.17 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made on a pro rata basis according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Term Loan shall be made pro rata according to the respective outstanding principal amounts of the Term Loan then held by the Term Lenders. The amount of each (x) voluntary principal prepayment of the Term Loan pursuant to Section 2.10 shall be applied first to reduce in direct order the next four scheduled amortization payments thereunder immediately following the date of such prepayment unless and until such amortization payments have been eliminated as a result of such reductions and, thereafter to the remaining amortization installments of the Term Loan, pro rata based upon the respective then remaining principal amounts thereof, and (y) mandatory principal prepayment of the Term Loan shall be applied first to reduce the then remaining installments of the Term Loan in the inverse order of its maturity, pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loan may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(d) All payments (including prepayments) to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

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(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrowers.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrowers prior to the date of any payment due to be made by the Borrowers hereunder that the Borrowers will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrowers are making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrowers within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrowers.

2.18 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 and the imposition of or changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate;

(iii) shall impose on such Lender any other condition; or

(iv) and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, Converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such

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Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrowers (with a copy to the Administrative Agent) of a written request therefor, the Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrowers of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19 Taxes. (a) All payments made by the Borrowers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrowers shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrowers with respect to such Non-Excluded Taxes pursuant to this paragraph.

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(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrowers, as promptly as possible thereafter the Borrowers shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof. If the Borrowers fail to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.

(d) Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrowers and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit “I” and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrowers under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrowers (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrowers, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrowers, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the

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Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

(g) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.20 Indemnity. The Borrowers agree to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrowers in making a borrowing of, Conversion into or continuation of Eurodollar Loans after the Borrowers have given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrowers in making any prepayment of or conversion from Eurodollar Loans after the Borrowers have given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrowers by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.21 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22 Replacement of Lenders. The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a), (b) defaults in its obligation to make Loans hereunder, or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory

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to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.23 Increase of Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders) the Borrowers may from time to time request an increase in the aggregate amount (a) of the Revolving Commitments by an aggregate amount of up to $50,000,000 in minimum increments of $10,000,000, and (b) of the Term Commitments by an aggregate amount of up to $100,000,000 in minimum increments of $10,000,000; provided that (i) no Default shall have occurred and be continuing, (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrowers have given notice of any such reduction under Section 2.9, (iii) the aggregate amount of the Commitments shall not previously have been increased pursuant to this Section 2.23 more than three (3) times, and (iv) the aggregate amount of the increase of the Commitments pursuant to this Section 2.23 shall not exceed $100,000,000. No Lender shall have any obligation to increase its Commitment. A Lender’s decision whether to increase its Commitment under this Section 2.23 if it is requested to do so shall be made in such Lender’s sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrowers and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrowers that the Lenders, or sufficient lenders and New Lenders have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrowers shall agree, which shall be at least $10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrowers, the Administrative Agent, and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an “Increase Commitment Supplement” (herein so called) in the form attached hereto as Exhibit “K” hereto. If all existing Lenders shall not have provided their pro rata portion of the requested increase, on the effective date of the Increase Commitment Supplement the Borrowers shall request a borrowing hereunder which shall be made only by the Lenders who have increased their Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrowers to repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be an amounts sufficient so that after giving effect thereto, the Loans shall be held by the Lenders pro rata according to their Commitments.

2.24 Joint and Several Liability. (a) All Obligations of the Borrowers under this Agreement and the other Loan Documents shall be joint and several Obligations of each Borrower. Anything contained in this Agreement and the other Loan Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely to the extent that such Borrower did not receive the benefit of the proceeds of Loans from any borrowing hereunder, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Bankruptcy Code, or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Borrower in respect of

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intercompany Indebtedness to any other Loan Party or Affiliates of any other Loan Party to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Loan Party hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Borrower pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Borrower and other Affiliates of any Loan Party of Obligations arising under the Guaranty Agreement executed by such parties.

(b) Until the Obligations shall have been paid in full in cash, no Letters of Credit shall be outstanding and all Commitments under the Loan Documents have been terminated, each Borrower shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy which it now has or may hereafter have against the other Borrower or any other guarantor of the Obligations. Each Borrower further agrees that, to the extent the waiver of its rights of subrogation, contribution and remedies as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights such Borrower may have against the other Borrower, any collateral or security or any such other guarantor, shall be junior and subordinate to any rights the Administrative Agent may have against the other Borrower, any such collateral or security, and any such other guarantor. The Borrowers under this Agreement and the other Loan Documents together desire to allocate among themselves, in a fair and equitable manner, their Obligations arising under this Agreement and the other Loan Documents. Accordingly, in the event any payment or distribution is made on any date by any Borrower under this Agreement and the other Loan Documents (a “Funding Borrower”) that exceeds its Obligation Fair Share (as defined below) as of such date, that Funding Borrower shall be entitled to a contribution from the other Borrower in the amount of such other Borrowers’ Obligation Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Borrowers’ Obligation Aggregate Payments (as defined below) to equal its Obligation Fair Share as of such date. “Obligation Fair Share” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Obligation Fair Share Contribution Amount (as defined below) with respect to such Borrower to (y) the aggregate of the Obligation Fair Share Contribution Amounts with respect to all the Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Borrowers under this Agreement and the other Loan Documents in respect of the Obligations guaranteed. “Obligation Fair Share Shortfall” means, with respect to a Borrower as of any date of determination, the excess, if any, of the Obligation Fair Share of such Borrower over the Obligation Aggregate Payments of such Borrower. “Obligation Fair Share Contribution Amount” means, with respect to a Borrower as of any date of determination, the maximum aggregate amount of the Obligations of such Borrower under this Agreement and the other Loan Documents that would not render its Obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided that, solely for purposes of calculating the Obligation Fair Share Contribution Amount with respect to any Borrower for purposes of this Section 2.24 any assets or liabilities of such Loan Party arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or Obligations of contribution hereunder shall not be considered as assets or liabilities of such Borrower. “Obligation Aggregate Payments” means, with respect to a Borrower as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Borrower in respect of this Agreement and the other Loan Documents (including in respect of this Section 2.24) minus (ii) the aggregate amount of all payments received on or before such date by such Borrower from the other Borrower as contributions under this Section 2.24. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Borrower. The allocation among the Borrowers of their Obligations as set forth in this Section 2.24 shall not be construed in any way to limit the liability of any Borrower hereunder or under any Loan Document.

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(c) Co-Borrower hereby appoints Lead Borrower as its agent, attorney-in-fact and representative for the purpose of (i) making any borrowing requests or other requests required under this Agreement, (ii) the giving and receipt of notices by and to Borrowers under this Agreement, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (iv) all other purposes incidental to any of the foregoing. Co-Borrower agrees that any action taken by Lead Borrower as the agent, attorney-in-fact and representative of Co-Borrower shall be binding upon Co-Borrower to the same extent as if directly taken by Co-Borrower.

(d) All Loans shall be made to Lead Borrower as borrower unless a different allocation of the Loans as between Lead Borrower and Co-Borrower with respect to any borrowing hereunder is included in the applicable funding notice.

ARTICLE 3

LETTERS OF CREDIT

3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue or cause one of its Affiliates that is a commercial bank to issue letters of credit (“Letters of Credit”) for the account of the Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

(c) Notwithstanding anything to the contrary herein, the Existing Letters of Credit for the account of or on behalf of the Lead Borrower that are outstanding on the Closing Date as listed on Schedule 3.1 shall be deemed to be Letters of Credit issued hereunder on the Closing Date.

3.2 Procedure for Issuance of Letter of Credit. The Borrowers may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowers promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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3.3 Fees and Other Charges. (a) The Borrowers will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date, commencing with the first payment due hereunder on June 30, 2008.

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.

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(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. If any draft is paid under any Letter of Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.14(b) and (y) thereafter, Section 2.14(c).

3.6 Obligations Absolute. The Borrower’s obligations under this Article 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such Transferee. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8 Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article 3, the provisions of this Article 3 shall apply.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Borrowers hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:

4.1 Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Group Members as at March 31, 2008 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Lead Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Group Members as at March 31, 2008, assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited consolidated balance sheets of the Group Members as at December 31, 2007, December 31, 2006 and December 31, 2005, and the related consolidated statements of income and of cash flows for each of the three Fiscal Years ended on December 31, 2007, reported on by and accompanied by an unqualified report from a Big Four Accounting Firm and included in the Lead Borrower’s Annual Reports on Form 10-K for the Fiscal Years ended December 31, 2006 and December 31, 2007, present fairly the consolidated financial condition of the Group Members at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

4.2 No Change. Since December 31, 2007, there has been no development or event with respect to the Borrowers, their Subsidiaries, or TLC that has had or could reasonably be expected to have a Material Adverse Effect. It is agreed that the effectiveness of the final Rule adopted by the Centers for Medicare and Medicaid Services effective January 1, 2008, providing payment for home health care services set forth in the Home Health Prospective Payment System Refinement and Rate Update for the calendar year 2008 (Regulations No. CMS 1541-FC, published at 72 Fed. Reg. 49762 (August 29, 2007)) shall not be considered a Material Adverse Effect. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

4.3 Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law and all indentures, agreements and other instruments except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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4.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each 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 (whether enforcement is sought by proceedings in equity or at law).

4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

4.6 Adverse Proceedings. There are no Adverse Proceedings (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Neither the Borrowers nor any of their Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws and Health Care Laws) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

4.7 No Default. No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8 Ownership of Property; Liens. Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 7.3.

4.9 Intellectual Property. Each Group Member and its Subsidiaries own, or possess the right to use, all Intellectual Property that the Loan Parties consider reasonably necessary for the conduct of their respective businesses as currently conducted without any infringement upon the rights of any other Person that could have a Material Adverse Effect. To the knowledge of Borrowers, the use of

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Intellectual Property by each Group Member does not infringe on the rights of any Person in any manner that could reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.10 Taxes. Except as otherwise permitted under Section 6.13, all federal tax returns, and all other tax returns and reports of the Borrowers and their Subsidiaries required to be filed by any of them (excluding such other tax returns and reports with respect to which the failure to pay or file could not result in the loss, suspension, or impairment of any material Governmental Authorization, and otherwise could not reasonably be expected to have a Material Adverse Effect) have been timely filed (including extensions), and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon the Borrowers and their Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. The Borrowers know of no proposed tax assessment against the Borrowers or any of their Subsidiaries that is not being actively contested by the Borrowers or such Subsidiary in good faith and by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrowers and/or their Subsidiaries, as the case may be; and as of the Closing Date no tax Lien has been filed, and to the knowledge of the Borrowers, no claim is being asserted, with respect to any such tax, fee or other charge.

4.11 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U1, as applicable, referred to in Regulation U.

4.12 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of the Borrowers, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

4.13 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all

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Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

4.15 Subsidiaries. Except as set forth on Schedule 4.15, as of the Closing Date, there are no existing subscriptions, options, warrants, calls, rights, commitments or other agreements to which the Borrowers or any of their Subsidiaries are a party requiring, and there is no membership interest or other Capital Stock of any of the Subsidiaries of the Lead Borrower outstanding which upon conversion or exchange would require, the issuance by any of the Subsidiaries of the Lead Borrower of any additional membership interests or other Capital Stock of any of the Subsidiaries of the Lead Borrower or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of any of the Subsidiaries of the Lead Borrower. Schedule 4.15 correctly sets forth the name and jurisdiction of incorporation of each Subsidiary, as to each such Subsidiary, the ownership interest of the Lead Borrower and its Subsidiaries in its respective Subsidiaries as of the Closing Date. Each Subsidiary of the Lead Borrower that is an Initial Guarantor as of the Closing Date is identified in Schedule 4.15.

4.16 Use of Proceeds. The proceeds of the Term Loan and the Revolving Loan shall be used to finance a portion of the Acquisition (including all Indebtedness related thereto), to pay related fees and expenses, to refinance Existing Indebtedness. The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes.

4.17 Environmental Matters. There are no Adverse Proceeding regarding environmental matters or compliance with Environmental Laws that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither Borrowers nor any of their Subsidiaries nor any of their respective facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There are and, to each of the Borrowers’ and their Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which would reasonably be expected to form the basis of an Environmental Claim against the Borrowers and their Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Neither Borrowers nor any of their Subsidiaries nor, to any Loan Party’s knowledge, any predecessor of Borrowers and their Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any facility in violation of any Environmental Law where such violation is reasonably expected to have a Material Adverse Effect. None of the Borrowers’ or any of their Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except in the ordinary course of its business in compliance with all Environmental Laws. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to the Borrowers and their Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or would reasonably be expected to have, a Material Adverse Effect.

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4.18 Accuracy of Information, Etc. No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The Projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Lead Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. As of the date hereof, the representations and warranties made by Lead Borrower and Buyer that are contained in the Acquisition Documentation are true and correct in all material respects. As of the date hereof, Borrowers have no knowledge that any of the representations and warranties made by Holdco and Sellers that are contained in the Acquisition Documentation are not true and correct in all material respects. Borrowers have no knowledge of any matter or occurrence that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.19 Solvency. Each Loan Party is, and after giving effect to the Acquisition and the incurrence of all Indebtedness and Obligations being incurred in connection herewith and therewith on the Closing Date and on any date on which this representation and warranty is made, will be, Solvent.

4.20 Employee Benefit Plans. The Borrowers, each of their Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except where such non-compliance or non-performance would not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status that would reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowers, any of their Subsidiaries or any of their ERISA Affiliates except to the extent reflected on the consolidated financial statements of the Lead Borrower and its Subsidiaries and the notes thereto. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowers, any of their Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrowers, any of their Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the

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actuarial report is available, the potential liability of the Borrowers, their Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. The Borrowers, their Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

4.21 Certain Documents. The Borrower has delivered to the Administrative Agent a complete and correct copy of the Acquisition Documentation, including any amendments, supplements or modifications with respect to any of the foregoing.

4.22 Compliance with Health Care Laws. (a) The Borrowers and their Subsidiaries, when taken as a whole, are in compliance in all material respects with all material Health Care Laws applicable to it, its products and its properties or other assets or its business or operation. Each of Borrowers and their Subsidiaries, taken as a whole, has in effect all material Governmental Authorizations necessary for it to carry on its business and operations, as presently conducted. All such Governmental Authorizations are in full force and effect and there exists no default under, or violation of, any such Governmental Authorization and neither Borrower nor any of their Subsidiaries has received notice or has knowledge that any Governmental Authority is considering limiting, suspending, terminating, adversely amending or revoking any such Governmental Authorization, in each case, except where the failure to be in full force and effect, and/or default, or violation or such notice would not reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Schedule 4.22, all reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished by the Borrowers and their Subsidiaries pursuant to any Health Care Law to any Governmental Authority have been so filed, obtained, maintained or furnished except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were or will be corrected in or supplemented by a subsequent filing).

(c) Each of the Borrowers and their Subsidiaries, to the extent that it is billing the related payor, has the requisite provider number or other Governmental Authorization to bill under Medicare, the respective Medicaid program in the state or states in which such entity operates, or Private Third Party Payor Programs. There is no investigation, audit, claim review, or other action pending, or threatened to the knowledge of the Borrowers, which would result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Governmental Third Party Payor or Private Third Party Payor (as defined below) provider number or result in any of the Borrowers’ or any of their Subsidiaries’ exclusion from any Governmental Third Party Payor Program or Private Third Party Payor Program which individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, a “Governmental Third Party Payor” means Medicare, Medicaid, TRICARE, state government insurers and any other person or entity which presently or in the future maintains Governmental Third Party Payor Programs. In addition, for purposes of this Agreement, “Governmental Third Party Payor Programs” means all governmental third party payor programs in which the Borrowers or any of their Subsidiaries participates (including, without limitation, Medicare, Medicaid, TRICARE or any other federal or state health care programs). For purposes of this Agreement, a “Private Third Party Payor” means private insurers and any other person or entity which presently or in the future maintains Private Third Party Payor Programs. In addition, for purposes of this Agreement, “Private Third Party Payor Programs” means all non-governmental third party payor

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programs in which the Borrowers or any of their Subsidiaries participate (including, without limitation, managed care plans, or any other private insurance programs).

(d) Each of the Borrowers and their Subsidiaries (i) has received and maintains accreditation to the extent required by law in good standing and without limitation or impairment by all applicable accrediting organizations, including without limitation, the Joint Commission on Accreditation of Healthcare Organizations, and (ii) if applicable, has cured all deficiencies or submitted or will submit a plan of correction to cure all deficiencies noted in its most recent accreditation survey reports, except in the case of clause (i) and (ii) where the failure to require, maintain, cure or submit would not reasonably be expected to have a Material Adverse Effect.

(e) There are no facts, circumstances or conditions that to the knowledge of the Borrowers, would reasonably be expected to form the basis for any valid investigation, suit, claim, audit, action (legal or regulatory) or proceeding (legal or regulatory) by a Governmental Authority relating to any of the Health Care Laws against or affecting the Borrowers and their Subsidiaries that are material to the Borrowers and their Subsidiaries, taken as a whole. Except as disclosed to the Administrative Agent, neither Borrowers nor any of their Subsidiaries (1) is a party to a corporate integrity agreement, or (2) has any reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental Authority. Each of the Borrowers and their Subsidiaries, as applicable, has complied with the terms and conditions of any corporate integrity agreements, settlement agreements, plans of correction, or other remedial measures or demand of any Governmental Authority to which it is subject except where non-compliance would not be expected to have a Material Adverse Effect.

(f) Neither Borrower nor any of their Subsidiaries or their respective officers, directors, employees or agents is, has been, or has been threatened to be, (i) excluded from any Governmental Third Party Payor Program pursuant to 42 U.S.C. §1320a-7b and related regulations, or (ii) made a party to any other action by any Governmental Authority that may prohibit it from selling products to any governmental or other purchaser pursuant to any federal, state or local laws or regulations, except where the same would not reasonably be expected to have a Material Adverse Effect.

(g) To the extent applicable to the Borrowers or any of their Subsidiaries, and for so long as (1) the Borrowers or any of their Subsidiaries are a “covered entity” as defined in 45 C.F.R. § 160.103, (2) the Borrowers or any of their Subsidiaries are a “business associate” as defined in 45 C.F.R. § 160.103, (3) the Borrowers or any of their Subsidiaries are subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160& 162 (the “Transactions Rule”) and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160& 164 (the “Privacy and Security Rules”), and/or (4) the Borrowers or any of their Subsidiaries sponsor any “group health plans” as defined in 45 C.F.R. § 160.103, the Borrower and their Subsidiaries as the case may be, has: (i) completed surveys, inventories, reviews, analyses and/or assessments, including risk assessments, (collectively “Assessments”) of all material areas of its business and operations subject to HIPAA and/or that would be materially and adversely affected by the failure of the Borrowers or any of their Subsidiaries, as the case may be, to the extent these Assessments are appropriate or required for the Borrowers or any of their Subsidiaries, as the case may be, to be HIPAA Compliant; (ii) developed a plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) implemented those provisions of its HIPAA Compliance Plan necessary for such Borrower and its Subsidiaries to be HIPAA Compliant except where non-compliance is not reasonably expected to have a Material Adverse Effect.

4.23 Projections. The projections of the Borrowers and their Subsidiaries on a consolidated basis for Fiscal Years 2008 thru 2012 (the “Projections”) that are set forth in the Confidential

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Information Memorandum were, as of the date made, based on good faith estimates and assumptions made by the management of the Lead Borrower; provided that the Projections are not to be viewed as facts and actual results of the Borrowers and their Subsidiaries on a consolidated basis for the period or periods covered by the Projections may differ from such Projections and the differences may be material; provided further, management of the Lead Borrower believes that the Projections, as of the date made, were reasonable and attainable.

ARTICLE 5

CONDITIONS PRECEDENT

5.1 Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a) Credit Agreement; Guaranty Agreement. The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, the Agents, the Borrowers and each Person listed on Schedule 1.1, and (ii) the Guaranty Agreement, executed and delivered by the Borrowers and each Subsidiary Guarantor.

(b) Acquisition, Etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:

(i) The Acquisition;

(ii) the Borrower shall have received at least $100,000,000 in gross cash proceeds from the issuance of the Senior Notes;

(iii)(x) the Administrative Agent shall have received satisfactory evidence that the Existing Indebtedness shall have been satisfied or discharged and all amounts thereof shall have been paid in full and (y) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith other than Liens permitted by this Agreement.

(c) Pro Forma Balance Sheet; Financial Statements. The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrowers for the 2005, 2006 and 2007 Fiscal Years and (iii) unaudited interim consolidated financial statements of the Borrowers for each Fiscal Quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (ii) of this paragraph as to which such financial statements are available.

(d) Projections. The Lenders shall have received the Projections.

(e) Approvals. All material governmental and third party approvals necessary in connection with the Acquisition, the continuing operations of the Group Members and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing contemplated hereby.

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted or created by the Loan Documents or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

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(g) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

(h) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit “C”, with appropriate insertions and attachments, including the certificate of incorporation or charter (or corresponding formation document if not a corporation) of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a certificate of good standing (or equivalent) for each Loan Party from its jurisdiction of organization.

(i) Legal Opinions. The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of Baker, Donelson, Bearman Caldwell & Berkowitz, PC, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit “E”;

(ii) to the extent consented to by the relevant counsel, each legal opinion, if any, delivered in connection with the Acquisition Agreement, accompanied by a reliance letter in favor of the Lenders; and

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(j) Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate, signed by a Responsible Officer of the Lead Borrower, attesting to the Solvency of the Loan Parties, before and after giving effect to this Agreement and the Acquisition.

(k) Insurance. The Administrative Agent shall have received insurance certificates indicating the coverages required by Exhibit “H”.

(l) Compliance. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the information required pursuant to Section 10.17.

For the purpose of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, other than any such representations or warranties that, by their express terms, refer to a specific date other than such Borrowing Date or issuance or renewal, in which case as of such specific date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.

ARTICLE 6

AFFIRMATIVE COVENANTS

Borrowers hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of the Lead Borrower and the Co-Borrower shall and shall cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to the Administrative Agent (with sufficient copies for each Lender):

(a) as soon as available, but in any event within 90 days after the end of each Fiscal Year of the Borrowers, a copy of the audited consolidated balance sheet of the Lead Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by a Big Four Accounting Firm or other independent certified public accountants of nationally recognized standing; provided, however, the Borrowers may comply with this Section 6.1(a) by furnishing the Administrative Agent and each Lender, in lieu of the foregoing financial statements, a copy of the Lead Borrower’s Annual Report on Form 10-K for the applicable Fiscal Year as filed with the SEC; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrowers, the unaudited consolidated balance sheet of the Lead Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal yearend audit adjustments); provided, however, the Borrowers may comply with this Section 6.1(b) by furnishing Administrative Agent and each Lender, in lieu of the foregoing financial statements, a copy of the Lead Borrower’s Quarterly Report on Form 10-Q for the applicable quarterly reporting period as filed with the SEC.

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

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6.2 Certificates; Other Information. Furnish to the Administrative Agent (with sufficient copies for each Lender (or, in the case of clause (g), the relevant Lender)):

(a) concurrently with the delivery of the financial information referred to in Section 6.1(a), a certificate from a Big Four Accounting Firm or other independent certified public accountants reporting on such financial statements stating that in the course of the regular audit of the business of the Lead Borrower and its Subsidiaries, which audit was conducted by such Big Four Accounting Firm in accordance with generally accepted auditing standards, such Big Four Accounting Firm has obtained no knowledge that a Default of a financial nature under Section 7.1, 7.2 or 7.7 has occurred and is continuing, or if, in the opinion of such Big Four Accounting Firm, a Default of a financial nature under Section 7.1, 7.2 or 7.7 has occurred and is continuing, a statement as to the nature thereof;

(b) beginning June 30, 2008, concurrently with the delivery of any financial information pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Lead Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the Fiscal Quarter or Fiscal Year of the Borrowers and its Subsidiaries, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Loan Party, and (2) a description of any Person that has become a Group Member, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date);

(c) as soon as available, and in any event no later than January 31 of each Fiscal Year of the Borrowers (or, if earlier, ten (10) Business Days after approval by the Board of Directors of the Lead Borrower), a detailed consolidated financial forecast for the following Fiscal Year (including a projected consolidated balance sheet of the Borrowers and their Subsidiaries as of the end of the following Fiscal Year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto);

(d) no later than 5 Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Senior Note Indenture or the Acquisition Documentation;

(e)(i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action the Lead Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Lead Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by the Lead Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan

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sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(f) within five days after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities;

(g) Promptly upon any officer of the Lead Borrower obtaining knowledge of a tax event or liability not previously disclosed in writing by the Lead Borrower to Administrative Agent which would reasonably be expected to result in a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available to the Lead Borrower to enable Lenders and their counsel to evaluate such matters;

(h) Health Care Matters:

(i)(x) any written recommendation from any Governmental Authority or other regulatory body to the Borrowers or any of their Subsidiaries regarding any Governmental Authorizations, Governmental Third Party Payor Program providers; (y) any written notice regarding any accreditations or supplier numbers that have been suspended, revoked, or limited in any way, or (z) notification of any penalties or sanctions imposed that, in the case of any of (x), (y) or (z), are material to the Borrowers and their Subsidiaries, taken as a whole;

(ii) notice of termination of eligibility to participate in any reimbursement program of any Governmental Third Party Payor Program that is material to the Borrowers and their Subsidiaries, taken as a whole;

(iii) the occurrence of any reportable event under any settlement agreement or corporate integrity agreement entered into by the Borrowers or any of their Subsidiaries with any Governmental Authority;

(iv) promptly upon any Responsible Officer of either of the Borrowers obtaining knowledge thereof, notice that an officer, manager or employee of the Borrowers or any of their Subsidiaries: (A) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. § 1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. § 1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (C) has been convicted (as that term is defined in 42 C.F.R. § 1001.2) of any of those offenses described in 42 U.S.C. § 1320a-7b or 18 U.S.C. §§ 669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the federal False Claims Act or a qui tam action; and

(v) copies of any report or communication from any Governmental Authority in connection with any inspection of any facility of the Borrowers or any of their Subsidiaries other than those which are routine and non-material to the Borrowers and their Subsidiaries taken as a whole; and

(i) promptly, such additional information with respect to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Lead Borrower and it Subsidiaries as the Agent or any Lender (acting through the Agent) may from time to time reasonably request.

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6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that a Person’s Board of Directors has determined that the preservation thereof is no longer desirable in the conduct of the business of such Person and the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5 Maintenance of Property; Insurance. The Borrowers will maintain or cause to be maintained, with financially sound and reputable insurers (a) business interruption insurance and (b) casualty insurance, public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrowers and their Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons.

6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all financial dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender at reasonable times to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent certified public accountants.

6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)(i) the institution of any Adverse Proceeding not previously disclosed in writing by the Lead Borrower to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either clause (i) or (ii), is reasonably expected to result in damages not otherwise covered by insurance in excess of $5,000,000, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Lead Borrower to enable Lenders and their counsel to evaluate such matters;

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(d) the following events, as soon as possible and in any event within 30 days after the Borrowers know or have reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and

(e) any development or event that has caused, either in any case or in the aggregate, or is reasonably expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

6.8 Environmental Laws. (a) Comply in all material respects with, and require other Persons occupying or operating and property of the Borrowers and their Subsidiaries, if any, to comply in all material respects with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and require other Persons occupying or operating and property of the Borrowers and their Subsidiaries, if any, to obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.9 Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Loan Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as Administrative Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors.

6.10 Subsidiaries. The Borrowers will at all times provide Guaranty Agreements from their Subsidiaries such that as of the end of each Fiscal Quarter (x) the Consolidated Adjusted EBITDA of the Borrowers and their Subsidiaries (excluding any contribution to Consolidated Adjusted EBITDA from majority-owned Joint Ventures) are not less than 95% of the Consolidated Adjusted EBITDA of the Borrowers and their consolidated Subsidiaries (excluding any contribution to Consolidated Adjusted EBITDA from majority-owned Joint Ventures) and (y) the aggregate net revenues of the Borrowers and their Subsidiaries in accordance with GAAP (excluding any contribution to net revenues from majority-owned Joint Ventures) calculated as of the last day of the Borrowers’ and their Subsidiaries’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter do not constitute less than 95% of the aggregate net revenues of the Borrowers and their consolidated Subsidiaries (excluding any contribution to net revenues from majority-owned Joint Ventures) calculated as of the last day of the Borrowers and their Subsidiaries’ most recently ended Fiscal Quarter for the four consecutive Fiscal Quarters ending with such Fiscal Quarter. The Borrowers shall (a) cause each Subsidiary of the Borrowers acquired or created after the Closing Date (other than certain Immaterial Subsidiaries designated by the Borrowers and any Consent Subsidiaries, in each case subject to the foregoing sentence) (each, a “Supplemental Guarantor”) to become a Guarantor by executing and

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delivering to Administrative Agent the form of Assumption Agreement (Guaranty) attached as Annex 1 to the Guaranty Agreement promptly after acquisition or creation of such Subsidiary, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b). With respect to each such Supplemental Guarantor, the Borrowers shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of the Borrowers, and (ii) all of the data required to be set forth in Schedule 4.15 with respect to all Subsidiaries of the Borrowers; provided, such written notice shall be deemed to supplement Schedule 4.15 for all purposes hereof.

6.11 Compliance Program. Each of the Borrowers and their Subsidiaries shall, (a) to the extent necessary, review and revise its policies and procedures to provide continuing compliance with all applicable Health Care Laws, (b) maintain appropriate programs and procedures for communicating such policies and procedures to all officers, directors and employees of the Borrowers and their Subsidiaries, (c) provide that all officers, directors and employees of the Borrowers and their Subsidiaries are able to report violations of any Health Care Laws, and (d) provide that such reported violations are adequately addressed and corrected as soon as practicable.

6.12 Condition of Participation in Third Party Payor Programs. To the extent applicable to the Borrowers and their Subsidiaries in the conduct of their business, each of the Borrowers and their Subsidiaries shall maintain its qualification for participation in, and payment under, Governmental Third Party Payor Programs and Private Third Party Payor Programs, that provide for payment or reimbursement for services, except to the extent such loss or relinquishment would not reasonably be expected to have a Material Adverse Effect. The Borrowers and their Subsidiaries shall promptly furnish or cause to be furnished to Administrative Agent and Lenders copies of all material reports and correspondence, if any, it sends or receives relating to any material loss or revocation (or material threatened loss or revocation) of any qualification described in this Section 6.12.

6.13 Payment of Taxes and Claims. Each Loan Party will, and will cause each of its Subsidiaries to, pay all federal income taxes and all other Taxes (excluding such other Taxes with respect to which the failure to pay would not result in the loss, suspension, or impairment of any material Governmental Authorization, and otherwise would not reasonably be expected to have a Material Adverse Effect) imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay any such claims prior to such time would not result in a Material Adverse Effect; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor. No Loan Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income Tax return with any Person (other than the Borrowers or any of their Subsidiaries).

ARTICLE 7

NEGATIVE COVENANTS

The Borrowers hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or

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the Administrative Agent hereunder, each of the Borrowers shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.1 Financial Condition Covenants.

(a) Total Leverage Ratio. The Borrowers and their Subsidiaries will not permit the ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA, based upon a rolling four quarters basis, as of the last day of any Fiscal Quarter ending on the date set forth below under the heading “Testing Period” to be greater than the ratio set forth below under the heading “Ratio”:

Testing Period	Ratio
Closing Date through September 30, 2008	3.50 to 1
December 31, 2008 through September 30, 2009	3.00 to 1
December 31, 2009 through the maturity date of the Facilities	2.50 to 1

With respect to any rolling four quarter period during which a Material Asset Sale, a Material Acquisition or, in the Lead Borrower’s discretion, any other Permitted Acquisition has occurred (each, a “Subject Transaction”), for purposes of determining compliance with Total Leverage Ratio, Consolidated Adjusted EBITDA shall be calculated pro forma (without duplication) on the basis of (x) the historical financial statements of any business so acquired or to be acquired or sold or to be sold and (y) reformulating the consolidated financial statements of the Lead Borrower and its Subsidiaries as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of the relevant four quarter period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to such Indebtedness outstanding during such period). The determination of such pro forma Consolidated Adjusted EBITDA shall be further modified pursuant to Section 7.1(c)(i).

(b) Fixed Charge Coverage Ratio. The Borrowers and their Subsidiaries will not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter, based upon a rolling four quarters basis, beginning with the Fiscal Quarter ending March 31, 2008 to be less than 1.25 to 1.00 for any Fiscal Quarter.

(c)(i) For purposes of determining compliance with the financial covenants set forth in this Section 7.1, in the determination of Consolidated Adjusted EBITDA, the following items shall be added back to Consolidated Net Income for such four quarter period, to the extent deducted from revenues in the determination thereof and to the extent such items arise out of events which are directly attributable to a Subject Transaction, are factually supportable and are expected to have an immediate and a continuing impact: severance costs, retention costs, consultant expenses, closure of facilities, Legacy Costs and other similar restructuring and non-recurring charges incurred in connection with the Subject Transaction (such other restructuring and non-recurring charges not specifically listed in the preceding phrase to be subject to the approval of the Administrative Agent); provided however, that Legacy Costs shall not exceed $5,000,000 during the term of the Loans.

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(ii) With respect to any rolling four quarter period during which a Subject Transaction has occurred, for purposes of calculating the Fixed Charge Coverage Ratio, Consolidated Adjusted EBITDAR for such four quarter period shall be calculated, to the extent comprised of Consolidated Adjusted EBITDA, by computing Consolidated Adjusted EBITDA for such four quarter period in the manner set forth in Section 7.1(c)(i).

(iii) The failure of the Lead Borrower to include a Permitted Acquisition in the pro forma calculations permitted to this Section 7.1 for any four quarter period shall not preclude the Lead Borrower from including such Permitted Acquisition in the calculation for any other four quarter period including the quarter in which such Permitted Acquisition occurred.

(iv) The pro forma adjustments calculated pursuant to Section 7.1 shall be set forth and certified by the Responsible Officer of the Lead Borrower.

7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer or permit to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of the Borrowers to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrowers or any other Subsidiary;

(c) Guarantee Obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor;

(d) Indebtedness arising from a sale-leaseback of all or a portion of the Corporate Headquarters;

(e) Indebtedness outstanding on the date hereof and listed on Schedule 7.2, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement or (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not more favorable to the Borrower than the terms and conditions provided by the lenders of the existing Indebtedness, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);

(f) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(h) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;

(g)(i) Indebtedness of the Borrower in respect of the Senior Notes in an aggregate principal amount not to exceed $100,000,000; and (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness, but not any extensions, renewals or replacements of such Indebtedness except refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not more favorable to the holders than the terms and conditions provided by the terms of the Senior Notes, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended;

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(h) Additional Indebtedness of the Borrowers or any of their Subsidiaries in an unsecured aggregate principal amount (for the Borrowers and all Subsidiaries) not to exceed $10,000,000 at any one time outstanding;

(i)(i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrowers or any of their Subsidiaries after the Closing Date as the result of a Permitted Acquisition in an aggregate amount not to exceed at any time $20,000,000, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by the Borrowers or any of their Subsidiaries (other than by any such person that so becomes a Subsidiary), and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided, that (1) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not changed and (3) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced;

(j) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(k) Indebtedness in respect of earnouts in connection with Permitted Acquisitions;

(l) Indebtedness in respect of Specified Swap Agreements;

(m) Other secured Indebtedness of the Borrowers or any of their Subsidiaries in an aggregate amount not to exceed at any time $10,000,000 in addition to Indebtedness described in Schedule 7.2;

(n) Indebtedness in respect of the Lead Borrower’s non-qualified deferred compensation plan (as defined in §§ 409A(d)(1) of the Code and related regulations thereunder) to the extent the assets of such plan are reflected on the consolidated balance sheet of the Lead Borrower and its Subsidiaries; and

(o) Other unsecured Indebtedness of the Borrowers or any of their Subsidiaries owed to sellers in connection with Permitted Acquisitions in an aggregate principal amount not to exceed at any time the sum of $75,000,000 minus any of such Indebtedness described in Schedule 7.2.

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other

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than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(c) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness);

(d) any interest or title of a lessor under any lease entered into by the Borrowers or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrowers or any of their Subsidiaries;

(f) Liens in existence on the date hereof listed on Schedule 7.3, securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(g) Liens securing Indebtedness of the Borrowers or any other Subsidiary incurred pursuant to Section 7.2(d) to finance the Corporate Headquarters or any expansion thereof or improvements thereto; provided that such Liens do not at any time encumber any property other than the Corporate Headquarters;

(h) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of property, provided that (i) such Liens shall be created or assumed substantially simultaneously with the acquisition of such property, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(i) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(k) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(l) licenses of patents, trademarks and other Intellectual Property rights granted by the Borrowers or any of their Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of the Borrowers or such Subsidiary;

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(m) Liens consisting of judgment or judicial attachment liens with respect to judgments that do not constitute an Event of Default under Article 8; and

(n) Liens related to Indebtedness permitted under Section 7.2(m) not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrowers and all Subsidiaries) $10,000,000 at any one time.

7.4 Fundamental Changes; Disposition of Assets; Acquisitions. No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or become a general partner in any partnership, except:

(a) any Subsidiary of the Lead Borrower may be merged or consolidated with or into the Borrowers or any other Subsidiary of the Lead Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrowers in all cases involving the Borrowers, or any Subsidiary of the Lead Borrower; provided that, in the case of any merger or consolidation with another Subsidiary, the Person formed by such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor;

(b) sales or other Dispositions of assets that do not constitute Asset Sales;

(c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) (i) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $50,000,000 and (ii) when aggregated with the proceeds of all other Asset Sales made after the Closing Date and prior to the date of determination, are less than $100,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (if the value is greater than $5,000,000, as determined in good faith by the Board of Directors of the Lead Borrower) and (2) no less than 90% of such consideration shall be paid in cash;

(d) disposals of obsolete, worn out or surplus property;

(e) Permitted Acquisitions occurring after the Closing Date; and

(f) Investments made in accordance with Section 7.7.

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7.5 Clauses Restricting Subsidiary Distributions. Except as provided herein, in any other Loan Document or pursuant to the organizational documents of any Consent Subsidiary, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Lead Borrower to:

(a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Lead Borrower or any other Subsidiary of the Lead Borrower;

(b) repay or prepay any Indebtedness owed by such Subsidiary to the Lead Borrower or any other Subsidiary of the Lead Borrower;

(c) make loans or advances to the Lead Borrower or any other Subsidiary of the Lead Borrower; or

(d) transfer any of its property or assets to the Lead Borrower or any other Subsidiary of the Lead Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 7.2 that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, or (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement.

7.6 Restricted Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment except that:

(a) so long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom on a pro forma basis after giving effect to such payment), the Lead Borrower may make Restricted Payments; and

(b)(i) any Subsidiary may make Restricted Payments to its direct parent to the extent its parent is a Borrower or any of their Subsidiaries, (ii) any such Subsidiary that is not a Wholly Owned Subsidiary may make distributions to Persons that are not Loan Parties, pro rata to such Persons’ ownership of such Subsidiary and concurrently with the making of distributions to the Loan Parties or otherwise for Taxes payable by such Persons.

7.7 Investments. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture or general partnership, except:

(a) Cash Equivalents;

(b)(i) equity Investments owned as of the Closing Date in any Subsidiary, and (ii) Investments made after the Closing Date in Wholly Owned Subsidiary Guarantor of the Lead Borrower;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Borrowers or any of their Subsidiaries;

(d) intercompany Indebtedness to the extent permitted under Section 7.2;

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(e) Consolidated Capital Expenditures;

(f) Investments in assets useful in the business of the Borrowers and their Subsidiaries made by the Borrowers or any of their Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

(g) loans and advances to employees of the Borrowers or any of their Subsidiaries made in the ordinary course of business in compliance with applicable Requirements of Law (including Section 402 of the Sarbanes-Oxley Act) in an aggregate principal amount not to exceed at any time $1,000,000;

(h) Investments in Joint Ventures in which the Lead Borrower or its Subsidiaries own 50% or less of the Capital Stock thereof in an aggregate amount not to exceed at any time $10,000,000;

(i) other Investments in an aggregate amount not to exceed at any time $5,000,000; and

(j) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 7.4.

7.8 Transactions with Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Lead Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to the Lead Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided the foregoing restriction shall not apply to (a) the payment by the Borrowers or any of their Subsidiaries of reasonable and customary fees to members of its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (b) compensation arrangements for officers and other employees of the Borrowers or any of their Subsidiaries entered into in the ordinary course of business; (c) transactions among the Loan Parties and their respective Subsidiaries and Joint Ventures and (d) transactions described in this Schedule 7.8.

7.9 Sales and Leasebacks. Except for the sale and leaseback of the Corporate Headquarters, enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member.

7.10 Swap Agreements. Enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrowers or any Subsidiary has actual exposure (other than those in respect of Capital Stock) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrowers or any Subsidiary.

7.11 Changes in Fiscal Periods. No Loan Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from December 31 (other than Wentworth Homecare and Hospice, LLC, Tri-Cities Home Health, LLC, Heart of the Rockies Home Health, LLC, Saint Alphonsus

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Home Health and Hospice, LLC and Portneuf Home Health Care, LLC, which each has a Fiscal Year-end of June 30). Any Subsidiary shall be permitted to change its Fiscal Year to that of the Lead Borrower.

7.12 Negative Pledge Clauses. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale, (b) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) and (c) the Senior Notes, no Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

7.13 Lines of Business. From and after the Closing Date, no Loan Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (a) the businesses engaged or proposed to be engaged in (provided such proposal is in writing and disclosed to the Lenders) by such Loan Party on the Closing Date and similar or related businesses and (b) such other lines of business as may be consented to by Required Lenders.

7.14 Amendments to Acquisition Documents. (a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Borrower or any of its Subsidiaries pursuant to the Acquisition Documentation such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Loan Parties or the Lenders with respect thereto or (b) otherwise amend, supplement or otherwise modify the terms and conditions of the Acquisition Documentation or any such other documents except for any such amendment, supplement or modification that (i) becomes effective after the Closing Date and (ii) could not reasonably be expected to have a Material Adverse Effect.

7.15 No Foreign Subsidiaries. No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, acquire or otherwise own directly or indirectly any Subsidiary other than any Subsidiary organized under the laws of the United States of America, any State or territory thereof or the District of Columbia.

ARTICLE 8

EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) the Borrowers shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrowers shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within three Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

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(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to Co-Borrower and Lead Borrower only), Sections 6.7(a), 7.1, 7.4, 7.5, 7.6, 7.7, 7.10, 7.11, 7.12, 7.13 and 7.14 of this Agreement; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of ten Business Days after notice to the Borrower from the Administrative Agent or the Required Lenders; or

(e) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000 (provided that, if (and only so long as) all such failures to pay are in the nature of a set-off against purchase price adjustments or indemnities, in each case arising from seller financing permitted pursuant to this Agreement in connection with Permitted Acquisitions, then such $10,000,000 threshold amount shall be deemed to be $20,000,000); or

(f)(i) any Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or Insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against any Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)(i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any

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Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Loan Party or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, has had or would reasonably be expected to have a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $10,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i) at any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement ceases to be in full force and effect (other than the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party; or

(j) a Change of Control shall occur; or

(k) the Borrowers or any of their Subsidiaries fails to (i) comply, in any material respect, with any Health Care Law or (ii) maintain any material Governmental Authorization, material accreditation or material Government Third Party Payor Program provider agreement, and, in each case, such failure will cause a Material Adverse Effect; or

(l) a default shall occur under the Senior Notes and not be cured within the time period allowed in the Senior Note Indenture;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrowers, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts

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of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowers.

ARTICLE 9

THE AGENTS

9.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

9.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be

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under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or refusing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, or the Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or

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otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7 Indemnification. The Lenders agree to indemnify each Agent and its officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

9.8 Agent in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

9.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrowers shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article 9 and of Section 10.5 shall continue to inure to its benefit.

9.10 Documentation Agents and Syndication Agents. Neither the Documentation Agents nor the Syndication Agents shall have any duties or responsibilities hereunder in its capacity as such.

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ARTICLE 10

MISCELLANEOUS

10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any provision of Section 2.17 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds required to be applied to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to each Facility adversely affected thereby; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Article 9 or any other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the Swingline Lender; or (ix) amend, modify or waive any provision of Article 3 without the written consent of the Issuing Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits

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of this Agreement and the other Loan Documents with the Term Loan and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders.

10.2 Notices. Except in the case of notices and other communications expressly permitted by telephone (and except as provided below), all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or by overnight courier service, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy or other electronic notice, when received, addressed as follows in the case of the Borrowers and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified (pursuant to the procedures set forth in this Section 10.2) by the respective parties hereto:

Borrowers:

Amedisys, Inc.

5959 South Sherwood Forest Blvd.

Baton Rouge, Louisiana 70816

Attention: Chief Financial Officer

Telephone: (225) 292-2031

Telecopy: (225) 292-8163

with a copy to:

Baker Donelson Bearman Caldwell & Berkowitz, PC

Commerce Center

211 Commerce Street, Suite 1000

Nashville, TN 37201

Attention: Gary Brown

Telephone: 615.726.5763

Telecopy: 615.744.5763

Administrative Agent:

JPMorgan Chase Bank, N.A.

707 Travis Street, 7^th Floor North

Houston, Texas 77002

Attention: John Stucker

Telephone: (713) 216-3769

Telecopy: (713) 216-2339

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with a copy to:

JPMorgan Chase Bank, N.A.

451 Florida Street, Floor 01

Baton Rouge, Louisiana 70801-1700

Attention: Suzanne Marquette

Telephone: (225) 332-7516

Telecopy: (225) 332-4573

Gardere Wynne Sewell LLP

1000 Louisiana, Suite 3400

Houston, TX 77002-5011

Attention: Carol Martin Burke

Telephone: (713) 276-5561

Telecopy: (713) 276-6561

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Payment of Expenses and Taxes. Each of the Borrowers, jointly and severally, agree (a) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrowers prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement,

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the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrowers agree not to assert and to cause their Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 Business Days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 10.5 shall be submitted to the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) no Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:

(A) the Borrowers (such consent not to be unreasonably withheld), provided that no consent of the Borrowers shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person; and

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(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an affiliate of a Lender or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of the Term Facility, $1,000,000) unless each of the Borrowers and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

(B)(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective Securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.17, 2.19, 2.20 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms

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hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.17, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.17 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.19 unless such Participant complies with Section 2.19(d).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(e) The Borrowers, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

10.7 Adjustments; Setoff. (a) Except to the extent that this Agreement, any other Loan Document or a court order expressly provides for payments to be allocated to a particular Lender or to the

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Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice to the Borrowers, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such application made by such Lender, provided that the failure to give such notice shall not affect the validity of such application.

10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Credit Agreement – Page 74

10.12 Submission To Jurisdiction; Waivers. Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrowers, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.13 Acknowledgements. Each of the Borrowers hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or fiduciary duty to either of the Borrowers arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no Joint Venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders.

10.14 Releases of Guarantees. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrowers having the effect of releasing any Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Swap Agreements)

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shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

10.15 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrowers and its Affiliates and their related parties or their respective Securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including United States federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Borrowers or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrowers and their Affiliates and their related parties or their respective Securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

10.16 WAIVERS OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO

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THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.17 USA Patriot Act Notice. Each Lender is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, restated, modified, supplemented or replaced, the “USA Patriot Act”), and hereby notifies the Borrowers that it is required to obtain, verify and record information that identifies the Borrowers and its Subsidiaries, which information includes the name and address of the Borrowers and such Subsidiaries and other information that will allow such Lender to identify the Borrowers and its Subsidiaries in accordance with the USA Patriot Act.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

SIGNATURE PAGE FOLLOWS]

Credit Agreement – Page 77

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AMEDISYS, INC., as the Lead Borrower
By:	/s/ Dale E. Redman
	Dale E. Redman, Chief Financial Officer
AMEDISYS HOLDING, L.L.C., as the Co-Borrower
By:	/s/ Dale E. Redman
	Dale E. Redman, Vice President
JPMORGAN CHASE BANK, N.A., as Administrative Agent, the Swingline Lender, Issuing Bank and as a Lender
By:	Suzanne H. Marquette
Name:	Suzanne H. Marquette
Title:	Senior Vice President
J.P. MORGAN SECURITIES INC., as Co-Lead Arranger and Joint Bookrunner
By:	/s/ John Stucker
	John Stucker, Vice President
UBS SECURITIES LLC, as Syndication Agent, Co-Lead Arranger and Joint Bookrunner
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
OPPENHEIMER & CO, as Syndication Agent
By:	/s/ Brian Perman
Name:	Brian Perman
Title:	Managing Director

Credit Agreement – Signature Page

FIFTH THIRD BANK, as Documentation Agent and as a Lender
By:	/s/ Joshua Livingston
	Joshua Livingston, Officer
BANK OF AMERICA, N.A., as Documentation Agent and as a Lender
By:	/s/ Alexander L. Rody
	Alexander L. Rody, Senior Vice President
UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director
CIBC INC., as a Lender
By:	/s/ Caroline Adams
	Caroline Adams, Authorized Signatory
COMPASS BANK, as a Lender
By:	/s/ Eric E. Ensmann
Name:	Eric E. Ensmann
Title:	Senior Vice President
UNION BANK OF CALIFORNIA, N.A., as a Lender
By:	/s/ Michael Tschida
Name:	Michael Tschida
Title:	Vice President
ROYAL BANK OF CANADA, as a Lender
By:	/s/ Gordon C. MacArthur
	Gordon C. MacArthur, Authorized Signatory

Credit Agreement – Signature Page

RAYMOND JAMES BANK, FSB, as a Lender
By:	/s/ Steven F. Paley
	Steven F. Paley, Senior Vice President
BANK OF TEXAS, N.A., as a Lender
By:	/s/ Gary K. Whitt
	Gary K. Whitt, Senior Vice President
NATIONAL CITY BANK, as a Lender
By:	/s/ Nicholas J. Comerford
	Nicholas J. Comerford, Relationship Manager

Credit Agreement – Signature Page

DISCLOSURE SCHEDULES

[Disclosure Schedules intentionally omitted from filing due to immateriality]

Credit Agreement – Disclosure Schedules

EXHIBIT “A”

FORM OF GUARANTY AGREEMENT

GUARANTY AGREEMENT

(this “Guaranty”)

March 26, 2008

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent for the Lenders (the “Administrative Agent”)

707 Travis, Floor 7 North

Houston, Texas 77002

Re: The Credit Agreement dated as of March 26, 2008 (the “Agreement”), among AMEDISYS, INC. (the “Lead Borrower”), AMEDISYS HOLDING, LLC, (together with the Lead Borrower, the “Borrowers”), the LENDERS party hereto, JPMORGAN SECURITIES INC. (“JPM Securities”) and UBS SECURITIES LLC (“UBSS”) as Co-Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Oppenheimer & Co. Inc. and UBSS, as Syndication Agents, and Fifth Third Bank and Bank of America, N.A., as Documentation Agents.

Ladies and Gentlemen:

WHEREAS, each of the undersigned (each, a “Guarantor” and, collectively, the “Guarantors”) is a direct or indirect Subsidiary of the Borrowers; and

WHEREAS, capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement; and

WHEREAS, the Lenders have agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Agreement; and

WHEREAS, each Guarantor acknowledges that it will derive substantial, direct or indirect, benefits from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank; and

WHEREAS, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of this Guaranty; and

WHEREAS, as consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Guaranty; and

WHEREAS, each Guarantor has duly authorized the execution, delivery and performance of this Guaranty and will receive direct and indirect benefits by reason of the availability of the Loans made from time to time to the Borrowers by the Lenders; and

WHEREAS, each Guarantor’s business is a specialized part of an integrated and coordinated enterprise conducted by the Borrowers through the Borrowers, each Guarantor and Borrowers’ other Subsidiaries

Credit Agreement – Exhibit “A” Page 1 of 16

for the convenience, economic advantage and greater profit of the integrated and coordinated enterprise represented by the Borrowers, the Guarantors and the Borrowers’ other Subsidiaries.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Guaranty. The undersigned Guarantors do hereby irrevocably, absolutely, and unconditionally guarantee (a) payment, when due, of any and all indebtedness and other amounts of every kind, howsoever created, arising, or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or owing to the Lenders or the Administrative Agent, by the Borrowers under the Notes, (including, without limitation, amounts that would become due but for operation of any applicable provision of Title 11 of the United States Code (including, without limitation, 11 U.S.C. §§ 502 and 506)), together with all pre- and post-maturity interest thereon (including, without limitation, all post-petition interest if either of the Borrowers voluntarily or involuntarily file for bankruptcy protection) (all such obligations being hereinafter collectively referred to as the “Liabilities”) and (b) the performance by the Borrowers of their obligations under the Agreement and the Loan Documents pursuant to the terms thereof (the “Obligations”). The Guarantors hereby agree that, upon the occurrence of any Event of Default, the Guarantors will forthwith pay the Liabilities as limited by this paragraph immediately upon written demand or perform the Obligations. Notwithstanding anything in this Guaranty to the contrary, the aggregate amount of each Guarantor’s liability under this Guaranty shall not exceed the maximum amount of such liability that can be hereby incurred without rendering this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer and not for any greater amount.

2. Guaranty Continuing, Absolute, Unlimited. This Guaranty is a continuing, absolute, and unlimited guarantee of payment and the Guarantors are a primary obligor and not a surety. The Liabilities and Obligations shall be conclusively presumed to have been created in reliance on this Guaranty. The Administrative Agent shall not be required to proceed first against the Borrowers or any other person, firm or corporation or against any property securing any of the Liabilities or Obligations before resorting to the Guarantors for payment or performance. To the extent permitted by applicable law, this Guaranty shall be construed as a guarantee of payment without regard to the enforceability of any of the Liabilities or Obligations or the rejection of the Agreement in bankruptcy, and notwithstanding any claim, defense (other than payment or performance by the Borrowers or the Guarantors) or right of setoff which the Borrowers or the Guarantors may have against any Lender or the Administrative Agent, including any such claim, defense, or right of setoff based on any present or future law or order of any government (de jure or de facto), or of any agency thereof or court of law purporting to reduce, amend, or otherwise affect any of the Liabilities or Obligations of the Borrowers or any other obligor, or to vary any terms of payment thereof, and without regard to any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. The Guarantors agree that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment to the Lenders or the Administrative Agent of the Liabilities or any part thereof is rescinded or must otherwise be returned by any Lender or the Administrative Agent upon the insolvency, bankruptcy, or reorganization of the Borrowers, or otherwise, as though such payment to such Lender or the Administrative Agent had not been made. To the extent permitted by applicable law, the Guarantors’ obligation to fully pay or perform the Liabilities and any remedy for the enforcement thereof shall not be impaired, modified, released, or limited in any way by any impairment, modification, release, or limitation of the liability of the Borrower or its bankruptcy estate, resulting from the operation of any present or future provision of any debtor relief law or from the decision of any court interpreting the same.

3. Guaranty Not Affected by Change in Security or Other Actions. The Administrative Agent and the Lenders may, from time to time, without the consent of or notice to the Guarantors, take

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any or all of the following actions without impairing or affecting (except insofar as the Liabilities are reduced or modified thereby), the Guarantors’ obligations under this Guaranty or releasing or exonerating any Guarantor from any of its liabilities hereunder:

(a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder;

(b) retain or obtain the primary or secondary liability of any party or parties, in addition to the Guarantors, with respect to any of the Liabilities;

(c) extend the time or change the manner, place or terms of payment of, or renew or amend any note or other instrument evidencing the Liabilities or any part thereof, or amend in any manner any agreement relating thereto, in each case in accordance with the terms of each such agreement;

(d) release or compromise, in whole or in part, or accept full or partial payment for, any of the Liabilities hereby guaranteed, or any liability of any nature of any other party or parties with respect to the Liabilities or any security therefore;

(e) enforce the Administrative Agent’s or the Lenders’ security interest, if any, in all or any properties securing any of the Liabilities or any Obligations hereunder in order to obtain full or partial payment of the Liabilities then outstanding; or

(f) release or fail to perfect, protect, or enforce the Administrative Agent’s or the Lenders’ security interest, if any, in all or any properties securing any of the Liabilities or any obligation hereunder, or permit any substitution or exchange for any such property.

4. Waivers. Each Guarantor hereby expressly waives to the extent permitted by law:

(a) notice of acceptance of this Guaranty;

(b) notice of the existence or incurrence of any or all of the Liabilities in accordance with the Loan Documents;

(c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever (except the written demand referred to in Section 1 hereinabove);

(d) any requirement that proceedings first be instituted by the Administrative Agent or any Lender against the Borrowers;

(e) all diligence in collection or protection of or realization upon the Liabilities or any part thereof, or any obligation hereunder, or any collateral for any of the foregoing;

(f) any rights or defenses based on the Administrative Agent’s or a Lender’s election of remedies, including any defense to the Administrative Agent’s or Lender’s action to recover any deficiency after a non-judicial sale; and

(g) the occurrence of every other condition precedent to which the Guarantor might otherwise be entitled.

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5. Representations, Warranties and Agreements of each Guarantor. Each Guarantor represents and warrants to the Administrative Agent and the Lenders that:

(a) Existence, Good Standing, Authority and Compliance. Each Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized, or otherwise formed. Except where failure will not have a Material Adverse Effect, each Guarantor (a) is duly qualified to transact business and is in good standing as a foreign corporation or other entity in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing, (b) possesses all requisite authority, permits and power to conduct its business as is now being, or as currently contemplated to be, conducted, and (c) is in compliance with all applicable laws, except in each case where the failure to so qualify, to possess such authority, permits or power or to comply with such law would not have a Material Adverse Effect.

(b) Authorization and Contravention. The execution and delivery by each Guarantor of this Guaranty or related document to which it is a party and the performance by it of its obligations thereunder (a) are within its corporate, organizational or partnership power, (b) have been duly authorized by all necessary corporate, organizational, or partnership action, (c) require no action by or filing with any tribunal (other than any action or filing that has been taken or made on or before the date of this Guaranty or which would not cause a Material Adverse Effect), (d) do not violate any provision of its charter, bylaws, resolutions, or partnership agreement, (e) do not violate any provision of law or order of any tribunal applicable to it, other than violations that individually or collectively will not have a Material Adverse Effect, (f) do not violate any material agreements to which it is a party, other than a violation which would not have a Material Adverse Effect, (g) are in furtherance of the corporate, organizational, or partnership purposes of the Guarantors and (h) do not require the consent or approval of the shareholders, members, or partners of the Guarantors, except in such cases in which such consent or approval has been obtained.

(c) Binding Effect. Upon execution and delivery by all parties thereto, this Guaranty will constitute a legal and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable debtor relief laws and general principles of equity.

(d) Solvency. As of the date of this Guaranty, each Guarantor is, and after giving effect to this Guaranty, including without limitation, the limitations set forth in Section 1 hereof, will be, Solvent.

6. Remedies Upon Default. Without limiting any other rights or remedies of the Administrative Agent or the Lenders provided for elsewhere in this Guaranty or the Loan Documents, or by any requirement of law, or in equity, or otherwise:

(a) Upon the occurrence of any Event of Default, the Lenders may without any notice to (except as expressly provided herein or in any Loan Document) or demand upon the Guarantors, which are expressly waived by the Guarantors (except as to notices expressly provided for herein or in any Loan Document), proceed to protect, exercise and enforce the rights and remedies of the Lenders against the Guarantors hereunder or under the Loan Documents and such other rights and remedies as are provided by requirement of Law or equity.

(b) The rights provided for in this Guaranty and the Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

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(c) The order and manner in which the Lenders’ rights and remedies upon the occurrence and during the continuance of an Event of Default are to be exercised shall be determined by the Administrative Agent or the Lenders, as the case may be, in its sole discretion, and all payments received by the Administrative Agent shall be applied first to the costs and expenses (including reasonable attorney’s fees incurred by the Administrative Agent and Lenders) of the Administrative Agent and Lenders, then to the payment of all accrued and unpaid amounts due under any Loan Documents to and including the date of such application. To the extent permitted by applicable law, no application of payments will cure any Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Administrative Agent and Lenders hereunder or thereunder or under any requirement of Law or in equity.

7. Payments. Each payment by the Guarantors to the Administrative Agent under this Guaranty shall be made by transferring the amount thereof in immediately available funds without set-off or counterclaim.

8. Costs, Expenses and Taxes. The Guarantors agree to pay on demand: (a) all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Guaranty and any other documents to be delivered hereunder, including the reasonable fees and out of pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Guaranty, and any modification, supplement or waiver of any of the terms of this Guaranty, (b) all reasonable costs and expenses of the Administrative Agent hereunder, including reasonable legal fees and expenses of counsel to the Administrative Agent, in connection with a default or the enforcement of this Guaranty and (c) reasonable costs and expenses incurred in connection with third party professional services reasonably required by the Administrative Agent pursuant to the Loan Documents such as appraisers, environmental consultants, accountants or similar Persons; provided that except during the continuance of any Event of Default hereunder, the Administrative Agent will first obtain the consent of the Guarantors to such expense, which consent shall not be unreasonably withheld. Without prejudice to the survival of any other obligations of the Guarantors hereunder, the obligations of the Guarantors under this Section shall survive the termination of this Guaranty.

9. Subrogation. The Guarantors shall not be subrogated to, in whole or in part, and agrees not to exercise any rights of subrogation with respect to, the rights of the Administrative Agent or any Lender or those of any subsequent assignee or transferee of any of the Liabilities until all the Liabilities to the Administrative Agent and the Lenders and every such subsequent assignee or transferee shall have been paid in full. The provisions of this Section 9 shall survive the termination of this Guaranty and any satisfaction and discharge of the Borrower by virtue of any payment, court order, or law.

10. No Waiver; Remedies. No failure on the part of the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of any steps to enforce such right, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice or demand in similar or other circumstances. The remedies herein are cumulative and not exclusive of any other remedies provided by law, at equity or in any other agreement.

11. Survival of Representations and Warranties. All representations, warranties and covenants contained herein or made in writing by the Guarantors in connection herewith shall survive the execution and delivery of this Guaranty, and the termination of the Loan Documents and will bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not.

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12. Confidentiality. The Administrative Agent and each Lender agree to keep any information delivered or made available by the Guarantors to it which is clearly indicated to be confidential information, confidential from anyone other than Persons employed or retained by the Administrative Agent who are or are expected to become engaged in evaluating, approving, structuring or administering the Loan Documents; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing such information (a) to any Lender, (b) pursuant to subpoena or upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority having jurisdiction over Administrative Agent or any Lender, (d) which has been publicly disclosed, (e) to the extent reasonably required in connection with any litigation to which the Administrative Agent, any Lender, the Borrowers, the Guarantors or their respective Affiliates may be a party, (f) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (g) to any Lender’s legal counsel and independent auditors. The Administrative Agent will promptly notify the Guarantors of any information that it is required or requested to deliver pursuant to clause (b) or (c) of this Section 12 and, if the Guarantors are a party to any such litigation, clause (e) of this Section 12.

13. Bankruptcy, Etc.

(a) So long as any Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of the Majority Facility Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against the Borrowers or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrowers or any other Guarantor or by any defense which the Borrowers or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Obligations if such case or proceeding had not been commended) shall be included in the Obligations because it is the intention of the Guarantors and the Agent, the Issuing Lender or other Lender that the Obligations which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrowers of any portion of such Obligations. The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Obligations are paid by the Borrowers, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Agent, Issuing Lender or other Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Obligations for all purposes hereunder.

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14. Discharge of Guaranty upon Sale of Guarantor. If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions of the Agreement, the guarantee of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Agent, Issuing Lender or other Lender or any other Person effective as of the time of such Asset Sale.

15. Severability. Should any clause, sentence, paragraph or Section of this Guaranty be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Guaranty, and the parties hereto agree that the part or parts of this Guaranty so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom and the remainder will have the same force and effectiveness as if such part or parts had never been included herein.

16. Execution in Counterparts. This Guaranty may be executed in any number of counterparts and by different 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.

17. Interpretation.

(a) In this Guaranty, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes each other gender;

(iii) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guaranty as a whole and not to any particular Article, Section or other subdivision;

(iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Guaranty, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause is intended to authorize any assignment not otherwise permitted by this Guaranty;

(v) except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Guaranty) means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof;

(vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;

(vii) the word “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;

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(viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to but excluding”; and

(ix) reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.

(b) The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

(c) No provision of this Guaranty shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

18. Submission to Jurisdiction. The Guarantors, to the extent permitted by applicable law, hereby agrees as follows:

(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN THE DISTRICT COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 21, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTORS IN ANY OTHER JURISDICTION.

(b) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

19. Waiver of Jury Trial. EACH GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

20. Parties. This Guaranty shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors, assigns or transferees, and shall be binding upon the Guarantors and its successors and assigns. The Guarantors may not assign any of its duties under this Guaranty

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without the prior written consent of the Administrative Agent. The Administrative Agent and the Lenders may assign their respective rights and benefits under this Guaranty to any Participant in accordance with the provisions of Section 10.6 of the Agreement.

21. Notices. All such notices (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received, or (ii) sent by facsimile shall be deemed to have been given when sent; provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient:

(a) If to any Guarantors:

c/o Amedisys, Inc.
5959 S. Sherwood Forest Boulevard
Baton Rouge, Louisiana 70816
Attention:	Chief Financial Officer
Telephone:	(225) 292-2031
Telecopy:	(225) 292-8163
e-mail:	dredman@amedisys.com

(b) If to the Administrative Agent:

JPMorgan Chase Bank, National Association
707 Travis, Floor 7 North
Houston, Texas 77002
Attention:	John Stucker
Telephone:	(713) 216-3769
Telecopy:	(713) 216-2339
e-mail:	john.stucker@jpmorgan.com

with a copy to:

Gardere Wynne Sewell LLP
1000 Louisiana, Suite 3400
Houston, Texas 77002
Attention:	Carol M. Burke
Telephone	(713) 276-5561
Telecopy:	(713) 276-6561
e-mail:	cburke@gardere.com

(c) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Guarantors may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that such approval of such procedures may be limited to particular notices or communications.

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Guaranty shall be deemed to have been given on the date of receipt.

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22. Term; Additional Guarantors.

(a) Term. This Guaranty is not limited to any particular period of time, but shall continue in full force and effect until all of the Liabilities have been fully and finally paid or have been otherwise discharged by the Administrative Agent and the Lenders, and the Guarantors shall not be released from any obligation or liability hereunder until such full payment or discharge shall have occurred.

(b) Additional Guarantors. Each Subsidiary of the Borrower that is required to become a party to this Guaranty pursuant to Section 6.10 of the Agreement shall become a Guarantor for all purposes of this Guaranty upon the execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 attached hereto, thereafter such Subsidiary shall have the same rights, benefits and obligations as a Guarantor party hereto on the date thereof.

23. Governing Law. THIS GUARANTY AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE GUARANTORS AND ADMINISTRATIVE AGENT UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF SAID STATE.

24. Indemnity.

(a) The Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Guaranty, the Agreement, or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, (iii) any Environmental Claim arising out of or related to any property owned or operated by the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(b) Without limiting any provision of this Guaranty, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the ordinary sole or contributory negligence of such Person or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Guarantors hereunder and under the Loan Documents, the obligations of the Guarantors under this Section shall survive the termination of this Guaranty and the Loan Documents and the payment of the Liabilities.

25. New Guaranty. In the event that (a) any Loan Document is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving the Borrowers or (b) any Loan Document or this Guaranty is terminated as a result of any bankruptcy or insolvency proceeding

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involving the Borrowers and, if within sixty (60) days after such rejection or termination, the Administrative Agent or its designee shall so request and shall certify in writing to the Guarantors that it intends to perform the obligations of the Borrowers as and to the extent required under such Loan Document or this Guaranty, as applicable, the Guarantors will, unless prohibited by bankruptcy or other applicable law, execute and deliver to the Administrative Agent or such designee, a new Guaranty that shall contain the same conditions, agreements, terms, provisions and limitations as such original Guaranty (except for any requirements which have been fulfilled by the Borrowers and the Guarantors prior to such rejection or termination).

Sincerely yours,

GUARANTORS:

ACCUMED HOLDING CORP.

ACCUMED HOME HEALTH SERVICES OF GEORGIA, INC.

ACCUMED HOME HEALTH OF TEXAS, INC.

ADVENTA HOSPICE, INC.

ADVENTA HOSPICE SERVICES OF FLORIDA, INC.

AMEDISYS HOME HEALTH, INC. OF ALABAMA

AMEDISYS HOME HEALTH, INC. OF FLORIDA

AMEDISYS HOME HEALTH, INC. OF SOUTH CAROLINA

AMEDISYS HOME HEALTH, INC. OF VIRGINIA

AMEDISYS SPECIALIZED MEDICAL SERVICES, INC.

COMPREHENSIVE HOME HEALTHCARE SERVICES, INC.

EMERALD CARE, INC.

FAMILY HOME HEALTH CARE, INC.

HHC, INC.

HMA HOLDING, INC.

HMR ACQUISITION, INC.

HOME HEALTH OF ALEXANDRIA, INC.

HOUSECALL, INC.

HOUSECALL HOME HEALTH, INC.

HOUSECALL MEDICAL RESOURCES, INC.

HOUSECALL MEDICAL SERVICES, INC.

HOUSECALL-SCS MANAGEMENT, INC.

HOUSECALL-SIC MANAGEMENT, INC.

HOUSECALL SUPPORTIVE SERVICES, INC.

HORIZONS HOSPICE CARE, INC.

TLC HOLDINGS I CORP.

TLC HEALTH CARE SERVICES, INC.

ACCUMED GENPAR, L.L.C.

ALBERT GALLATIN HOME CARE AND HOSPICE SERVICES, LLC

AMEDISYS AIR, L.L.C.

AMEDISYS ALASKA, LLC

AMEDISYS ARIZONA, L.L.C.

AMEDISYS ARKANSAS, LLC

AMEDISYS CALIFORNIA, L.L.C.

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AMEDISYS COLORADO, L.L.C.

AMEDISYS CONNECTICUT, L.L.C.

AMEDISYS DELAWARE, L.L.C.

AMEDISYS EQUITY GROUP, L.L.C.

AMEDISYS GEORGIA, L.L.C.

AMEDISYS HEALTH MANAGEMENT, L.L.C.

AMEDISYS HOSPICE, L.L.C.

AMEDISYS HMA ACQUISITION, L.L.C.

AMEDISYS IDAHO, L.L.C.

AMEDISYS ILLINOIS, L.L.C.

AMEDISYS INDIANA, L.L.C.

AMEDISYS IOWA, L.L.C.

AMEDISYS KANSAS, L.L.C.

AMEDISYS LA ACQUISITIONS, L.L.C.

AMEDISYS LOUISIANA, L.L.C.

AMEDISYS MAINE, P.L.L.C.

AMEDISYS MARYLAND, L.L.C.

AMEDISYS MICHIGAN, L.L.C.

AMEDISYS MINNESOTA, L.L.C.

AMEDISYS MISSISSIPPI, L.L.C.

AMEDISYS MISSOURI, L.L.C.

AMEDISYS NEVADA, L.L.C.

AMEDISYS NEW HAMPSHIRE, L.L.C.

AMEDISYS NEW MEXICO, L.L.C.

AMEDISYS NORTH CAROLINA, L.L.C.

AMEDISYS NORTHWEST, L.L.C.

AMEDISYS OHIO, L.L.C.

AMEDISYS OKLAHOMA, L.L.C.

AMEDISYS OREGON, L.L.C.

AMEDISYS PENNSYLVANIA, L.L.C.

AMEDISYS PROPERTY, L.L.C.

AMEDISYS PUERTO RICO, L.L.C.

AMEDISYS QUALITY OKLAHOMA, L.L.C.

AMEDISYS RHODE ISLAND, L.L.C.

AMEDISYS SC, L.L.C.

AMEDISYS SOUTH FLORIDA, L.L.C.

AMEDISYS SP-IN, L.L.C.

AMEDISYS SP-KY, L.L.C.

AMEDISYS SP-OH, L.L.C.

AMEDISYS SP-TN, L.L.C.

AMEDISYS TENNESSEE, L.L.C.

AMEDISYS TLC ACQUISITION, L.L.C.

AMEDISYS UTAH, L.L.C.

AMEDISYS WASHINGTON, L.L.C.

AMEDISYS WEST VIRGINIA, L.L.C.

AMEDISYS WISCONSIN, L.L.C.

AMEDISYS WYOMING, L.L.C.

ARNICA THERAPY SERVICES, L.L.C.

BROOKSIDE HOME HEALTH, LLC

GM VENTURES, LLC

M2 VENTURES, L.L.C.

Credit Agreement – Exhibit “A” Page 12 of 16

MC VENTURES, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF ERIE NIAGARA, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF NASSAU SUFFOLK, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF WESTERN NEW YORK, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF LONG ISLAND, LLC

TENDER LOVING CARE HEALTH CARE SERVICES MIDWEST, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF BROWARD, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF NEW ENGLAND, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF FLORIDA, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF GEORGIA, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF MICHIGAN, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF PA, LLC

TENDER LOVING CARE HEALTH CARE SERVICES WESTERN, LLC

TENDER LOVING CARE HEALTH CARE SERVICES INTERNATIONAL, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF DADE, LLC

TENDER LOVING CARE HEALTH CARE SERVICES SOUTHEAST, LLC

TENDER LOVING CARE HEALTH CARE SERVICES OF ILLINOIS, LLC

By:
	Dale Redman, Vice President

ACCUMED HEALTH SERVICES, L.P.
By:	AccuMed Genpar, L.L.C., its General Partner
	By:
		Dale Redman, Vice President

Credit Agreement – Exhibit “A” Page 13 of 16

ACCUMED HOME HEALTH OF NORTH TEXAS, LLP
By:	GM Ventures, LLC, its General Partner
	By:
		Dale Redman, Vice President
AMEDISYS TEXAS, LTD
By:	Amedisys Health Management, L.L.C., its General Partner
	By:
		Dale Redman, Vice President
M.M. VENTURES, L.L.P.
By:	M2 Ventures, L.L.C., its General Partner
	By:
		Dale Redman, Vice President
NINE PALM 2, LLP
By:	MC Ventures, LLC, its General Partner
	By:
		Dale Redman, Vice President
NINE PALMS 1, LP
By:	Brookside Home Health, LLC, its General Partner
	By:
		Dale Redman, Vice President

Credit Agreement –Exhibit “A” Page 14 of 16

ANNEX 1

FORM OF ASSUMPTION AGREEMENT (GUARANTY)

ASSUMPTION AGREEMENT (GUARANTY) (the “Agreement”), dated as of             ,20     made by                         , a                          (“Subsidiary Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement referred to below, or if not defined therein, the Guaranty referred to below.

W I T N E S S E T H:

WHEREAS, AMEDISYS, INC. (the “Lead Borrower”), AMEDISYS HOLDING, LLC, (together with the Lead Borrower, the “Borrowers”), the LENDERS party thereto, JPMORGAN SECURITIES INC. and UBS SECURITIES LLC (“UBSS”) as Co-Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Oppenheimer & Co. Inc. and UBSS, as Syndication Agents, and Fifth Third Bank and Bank of America, N.A., as Documentation Agents are parties to a Credit Agreement dated as of March 26, 2008 (as amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for the making of loans by said lenders to the Borrower in an initial aggregate principal amount not exceeding $400,000,000.00;

WHEREAS, in connection with the Credit Agreement, the Subsidiaries of the Borrower have delivered a Guaranty, dated as of March 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Guaranty”) in favor of the Administrative Agent for the benefit of the Lenders, in order to guarantee the payment by Borrower of the Liabilities and performance by Borrower of the Obligations;

WHEREAS, the Credit Agreement requires that Subsidiary Guarantor become a party to the Guaranty;

WHEREAS, Subsidiary Guarantor has agreed to execute and deliver this Agreement in order to become a party to the Guaranty; and

WHEREAS, Subsidiary Guarantor’s business is a specialized part of an integrated and coordinated enterprise conducted by the Borrowers through the Borrowers, the Guarantors and Borrowers’ other Subsidiaries for the convenience, economic advantage and greater profit of the integrated and coordinated enterprise represented by the Borrowers, the Guarantors and the Borrowers’ other Subsidiaries.

WHEREAS, Subsidiary Guarantor acknowledges that it will derive substantial, direct or indirect, benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank.

NOW, THEREFORE, IT IS AGREED:

1. Guaranty. By executing and delivering this Agreement, Subsidiary Guarantor, as provided in Section 6.10 of the Credit Agreement and Section 24 of the Guaranty, hereby becomes a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named in the Guaranty as Guarantor. Subsidiary Guarantor hereby represents and warrants that each of the

Credit Agreement – Exhibit “A” Page 15 of 16

representations and warranties contained in Section 5 of the Guaranty and in Article IV of the Credit Agreement is true and correct, unless otherwise disclosed to the Lenders, on and as the date hereof (after giving effect to this Agreement) as if made on and as of such date and, without limiting the generality of the foregoing, represents and warrants that the value of the consideration received and to be received by Subsidiary Guarantor is reasonably worth at least as much as its liability under the Guaranty, and such liability may reasonably be expected to benefit Subsidiary Guarantor directly or indirectly.

2. Governing Law and Related Provisions. Without limiting the Subsidiary Guarantor’s ratification of all of the provisions of the Guaranty (as set forth in Paragraph 1), Sections 18, 19 and 23 of the Guaranty are incorporated herein as if copied verbatim and Subsidiary Guarantor agrees to be bound by such provisions.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

[SUBSIDIARY GUARANTOR]

By:

Name:

Title:

Credit Agreement – Exhibit “A” Page 16 of 16

EXHIBIT “B”

FORM OF COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I am the Chief Financial Officer of AMEDISYS, INC., a Delaware corporation (“Lead Borrower”).

2. I have reviewed the terms of that certain Credit Agreement dated as of March 26, 2008 (as it may be amended, supplemented, restated or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMEDISYS, INC., a Delaware corporation (the “Lead Borrower”) and AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (the “Co-Borrower”; together with the Lead Borrower, the “Borrowers”), the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Lead Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth in a separate attachment, if any, to this Compliance Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which the Lead Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

The foregoing certifications, together with the computations set forth in the Annex A hereto (and the schedules and worksheets attached thereto) and the financial statements delivered with this Compliance Certificate for the Fiscal Quarter ending                 , 20     (the “Subject Date”) in support hereof, are made and delivered [mm/dd/yy] pursuant to Section 6.1(b) of the Credit Agreement.

AMEDISYS, INC.
By:
	Title:	Chief Financial Officer

Credit Agreement – Exhibit “B”

ANNEX A TO

COMPLIANCE CERTIFICATE

			In Compliance as of End of Subject Period
2.	Total Leverage Ratio—Section 7.1(a) As of the last day of any Fiscal Quarter ending during the period set forth below under the heading “Testing Period” to be greater than the ratio set forth below under the heading “Ratio.”
	Testing Period	Ratio
	Closing Date through September 30, 2008	3.50 to 1	Yes	No
	December 31, 2008 through September 30, 2009	3.00 to 1	Yes	No
	December 31, 2009 through the maturity date of the Facilities	2.50 to 1	Yes	No
3.	Fixed Charge Coverage Ratio—Section 7.1(b) As of the last day of any Fiscal Quarter, based upon a rolling four quarters basis, beginning with the Fiscal Quarter ending March 31, 2008 to be less than 1.25 to 1.		Yes	No

Credit Agreement – Annex A

SCHEDULE 1 TO ANNEX A TO

COMPLIANCE CERTIFICATE

CONSOLIDATED ADJUSTED EBITDA

(For the Reporting Period Commencing              and Ending             )

(i)	(a)	Consolidated Net Income ((1) minus (2)):			$________
		(1)	the net income (or loss) of the Lead Borrower and its consolidated Subsidiaries for such period taken as a single accounting period determined in conformity with GAAP:		$________
		(2)	(A)	the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Lead Borrower or is merged into or consolidated with the Lead Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Lead Borrower or any of its Subsidiaries:	$________
			(B)	the income of any Subsidiary of the Lead Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:	$________
			(C)	any after-tax gains or losses attributable to a Material Asset Sale or returned surplus assets of any Pension Plan:	$________
			(D)	to the extent not included in clauses (ii)(A) through (C) above, any net extraordinary non-cash gains or net extraordinary non-cash losses:	$________
	(b)	Consolidated Interest Expense:			$________
	(c)	provisions for Taxes based on income:			$________
	(d)	total depreciation expense:			$________
	(e)	total amortization expense:			$________
	(f)	Restructuring Charges:			$________
	(g)	other non-cash items reducing Consolidated Net Income:1			$________

1 Excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period.

Credit Agreement – Schedule 1 Page 1 of 2

(ii)	other non-cash items increasing Consolidated Net Income:2	$________
(iii)	Consolidated Adjusted EBITDA for the period: (i)-(ii)	$________
(iv)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on the Subject Date:3	$________

2 Excluding (x) any such non-cash item to the extent that it represents the reversal of an accrual or reserve for potential cash items to the extent that such accrual or reversal was created in such period and (y) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which cash was received in a prior period).

3 Insert a worksheet showing the calculations of any pro forma adjustments to Consolidated Adjusted EBITDA based on Section 7.1 of the Credit Agreement.

Credit Agreement – Schedule 1 Page 2 of 2

SCHEDULE 2 TO ANNEX A TO

COMPLIANCE CERTIFICATE

CALCULATIONS DEMONSTRATING COMPLIANCE

WITH FINANCIAL COVENANTS

1.	Total Leverage Ratio:
	(Section 7.1(a) of the Credit Agreement)
	(i)	Consolidated Total Debt:	$	________
	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on the Subject Date (See (iv) of Schedule 1):	$	________
		Actual Ratio (i)/(ii):		_.__:1.00
		Covenant Ratio not to be greater than (see applicable Testing Period on Annex A):		_.__:1.00
2.	Fixed Charge Coverage Ratio:
	(Section 7.1(b) of the Credit Agreement)
	(i)	Consolidated Adjusted EBITDAR for the four-Fiscal Quarter period ending on the Subject Date:	$	________
	(ii)	Consolidated Capital Expenditures for the four Fiscal Quarter period ending on the Subject Date1:	$	________
	(iii)	Taxes based on income that are paid in cash for the four Fiscal Quarter period ending on the Subject Date:	$	________
	(iv)	Scheduled payments of principal on Indebtedness for the four Fiscal Quarter period ending on the Subject Date:	$	________
	(v)	Consolidated Cash Interest Expense for the four-Fiscal Quarter period ending on the Subject Date:	$	________
	(vi)	Consolidated Rent for the four Fiscal Quarter period ending on the Subject Date:	$	________
	(vii)	Restricted Payments for the four Fiscal Quarter period ending on the Subject Date:	$	________
	(viii)	Actual Ratio (i)-(ii)-(iii)/((iv)+(v)+(vi)+(vii)):		_.__:1.00
	(ix)	Covenant Ratio not to be less than		1.25:1.00

1 The Borrowers shall be permitted to exclude an aggregate amount of $20,000,000 of Consolidated Capital Expenditures during the term of the Loans for discretionary capital expenditures included in such total incurred in connection with the Corporate Headquarters. As of the Subject Date, the cumulative exclusion used for discretionary capital expenditures incurred with the Corporate Headquarters by the Borrower is $                                                             .

Credit Agreement – Schedule 2

EXHIBIT “C”

FORM OF CLOSING CERTIFICATE

CLOSING CERTIFICATE

OF

AMEDISYS, INC. AND

AMEDISYS HOLDING, L.L.C.

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

I am the chief financial officer of AMEDISYS, INC., a Delaware corporation (“Lead Borrower”) and the Vice President of AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (the “Co-Borrower”, together with the Lead Borrower, the “Borrowers”). Reference is made to that certain Credit Agreement dated as of March 26, 2008 (as amended, modified, supplemented or restated, the “Credit Agreement”), entered into by and among the Lead Borrower, the Co-Borrower, the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners. Capitalized terms used herein but not defined herein shall have meanings given to such terms in the Credit Agreement.

1. Representations and Warranties. The representations and warranties of the Borrowers to the Credit Agreement and each of the Loan Documents are true and correct as if made on the date hereof.

2. Authority. Each Borrower and each Loan Party has the authority to execute and deliver and perform its obligations under the Credit Agreement and each of the Loan Documents to which it is a party.

3. Compliance. Pursuant to Section 5.1 of the Credit Agreement, as of the date hereof, each Borrower has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under the Credit Agreement and under the Loan Documents to which it is a party.

4. Material Adverse Change. Pursuant to 4.2 of the Credit Agreement, since December 31, 2007, there has been no development or event with respect to the Borrowers, their Subsidiaries, or TLC that has had or could reasonably be expected to have a Material Adverse Effect. In addition, during the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

5. Statements. Pursuant to Section 4.18 of the Credit Agreement, as of the date hereof, neither the Credit Agreement, any Loan Document, Confidential Information Memorandum nor any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6. No Trigger Event. Pursuant to Section 4.7 of the Credit Agreement, as of the date hereof, no event has occurred, and no condition exists that would constitute (or which with the giving of notice or passage of time or both would constitute) an Event of Default.

Credit Agreement – Exhibit “C” Page 1 of 2

IN WITNESS WHEREOF, this instrument is executed by the undersigned as of March 26, 2008.

AMEDISYS, INC.

Dale Redman, Chief Financial Officer

AMEDISYS HOLDING, L.L.C.

Dale Redman, Vice President

Credit Agreement – Exhibit “C” Page 2 of 2

EXHIBIT “D”

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the Credit Agreement dated as of March 26, 2008 (as amended and in effect on the date hereof, the “Credit Agreement”), among [            ], the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners. Terms defined in the Credit Agreement are used herein with the same meanings.

The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the [Term Commitment] [Revolving Commitment] of the Assignor on the Assignment Date and [Term Loans] [Revolving Loans] owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit, L/C Obligations and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.

This Assignment and Assumption is being delivered to the Administrative Agent together with, if the Assignee is not already a Lender under the Credit Agreement, an administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.6(b)(ii)(B) of the Credit Agreement.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Credit Agreement – Exhibit “D” Page 1 of 2

Effective Date of Assignment

(“Assignment Date”):

Facility	Principal Amount Assigned	Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder)
Commitment Assigned:	$	%
Revolving Loans:	$	%
Term Loans:	$	%

The terms set forth above are hereby agreed to:

[Name of Assignor] , as Assignor

By:

Name:

Title:

[Name of Assignee] , as Assignee

By:

Name:

Title:

The undersigned hereby consent to the within assignment:5

Amedisys, Inc.	JPMorgan Chase Bank, N.A.,
Amedisys Holding, L.L.C.	as Administrative Agent,
By:	By:
Name:	Name:
Title:	Title:

5 Consents to be included to the extent required by Section 10.6(b) of the Credit Agreement.

Credit Agreement – Exhibit “D” Page 2 of 2

EXHIBIT “E”

FORM OF LEGAL OPINION OF BAKER,

DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC

LAW OFFICES

BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ

A PROFESSIONAL CORPORATION

COMMERCE CENTER

211 COMMERCE STREET

SUITE 1000

NASHVILLE, TENNESSEE 37201

TELEPHONE

(615) 726-5600

FACSIMILE

(615) 726-0464

March 26, 2008

The Lenders now or hereafter parties

to the Credit Agreement

hereinafter referred to and

JPMorgan Chase Bank, N.A., as the

Administrative Agent for the Lenders

Re: Amedisys, Inc.

Amedisys Holding, L.L.C.

Ladies and Gentlemen:

We have acted as counsel to Amedisys, Inc., a Delaware corporation (the “Lead Borrower”), Amedisys Holding, L.L.C., a Louisiana limited liability company (the “Co-Borrower” and together with the Lead Borrower, the “Borrowers”) and each of the Subsidiary Guarantors listed on Schedule A to this Opinion Letter (each a “Subsidiary Guarantor”, collectively, the “Subsidiary Guarantors” and, together with the Borrowers, the “Loan Parties”) in connection with that certain Credit Agreement, dated as of March 26, 2008 (the “Credit Agreement”) among the Borrowers, the Lenders party thereto from time to time, JPMorgan Securities Inc. and UBS Securities LLC, as Co-Lead Arranger and Joint Book Runners, Fifth Third Bank and Bank of America, N.A., as Co-Documentation Agents, Oppenheimer & Co. Inc. and UBS Securities LLC, as Co-Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”) and the other Loan Documents (as defined below).

This Opinion Letter is delivered to you pursuant to Section 5.1(i)(i) of the Credit Agreement. Capitalized terms defined in the Credit Agreement, used herein and not otherwise defined herein, shall have the meanings given them in the Credit Agreement.

In connection with this Opinion Letter, we have (a) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such corporate agreements, instruments, documents and records of the Borrowers and their respective Subsidiaries, such

Credit Agreement – Exhibit “E”

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 2

certificates of public officials and such other documents, and (iii) received such certificates and other information from officers and representatives of the Borrowers and their respective Subsidiaries, in each case, as we have deemed necessary or appropriate for the purposes of this Opinion Letter. Our examination has included the following documents:

(a) The executed Credit Agreement;

(b) The executed Swingline Note, dated March 26, 2008, between the Borrowers and JPMorgan Chase Bank, N.A., as Swingline Lender, in the original principal amount of $15,000,000;

(c) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and JPMorgan Chase Bank, N.A. in the original principal amounts, respectively, of $46,875,000 and $28,125,000;

(d) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and UBS Loan Finance LLC in the original principal amounts, respectively, of $31,250,000 and $18,750,000;

(e) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and CIBC Inc. in the original principal amounts, respectively, of $25,000,000 and $15,000,000;

(f) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Bank of America, N.A. in the original principal amounts, respectively, of $28,125,000 and $16,875,000;

(g) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Fifth Third Bank in the original principal amounts, respectively, of $28,125,000 and $16,875,000;

(h) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Compass Bank in the original principal amounts, respectively, of $25,000,000 and $15,000,000;

(i) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Bank of Texas, N.A. in the original principal amounts, respectively, of $9,375,000 and $5,625,000;

(j) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and National City Bank in the original principal amounts, respectively, of $15,625,000 and $9,375,000;

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 3

(k) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Raymond James Bank, fsb in the original principal amounts, respectively, of $25,000,000 and $15,000,000;

(l) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Royal Bank of Canada in the original principal amounts, respectively, of $9,375,000 and $5,625,000;

(m) An executed Revolving Note and executed Term Note, each dated March 26, 2008, between the Borrowers and Union Bank of California, N.A. in the original principal amounts, respectively, of $6,250,000 and $3,750,000;

(n) The executed Guaranty Agreement;

(o) The Articles or Certificates of Incorporation and Bylaws, the limited liability company formation documents, the Limited Liability Company or Operating Agreements or the Articles or Certificates of Limited Partnership and the Limited Partnership Agreement of each Loan Party, as applicable (the “Governing Documents”); and

(p) Certificates of existence or good standing certificates and foreign qualification certificates for each of the Loan Parties, dated as of the dates indicated on Schedule A (the “Public Official Certificates”).

The documents described in subsections (b)-(m) above are referred to herein collectively as the “Notes.” The documents described in subsections (a)-(n) above are referred to herein collectively as the “Loan Documents.”

In all such examinations, we have assumed the genuineness of all signatures on original or certified, conformed or reproduction copies of documents of all parties other than the Loan Parties and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, none of which have been independently verified by us, we have relied upon, and assumed the accuracy of the factual content of, representations and warranties contained in the Loan Documents, written information and certificates of public officials, of representatives of the Loan Parties, and of others deemed by us to be appropriate. In the course of our representation of the Loan Parties, nothing has come to our attention which causes us to believe that we are not justified in relying upon such representations, warranties, written information and certificates.

To the extent it may be relevant to the opinions expressed herein, we have assumed that the Loan Documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, the parties thereto other than the Loan Parties.

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 4

In basing certain of the opinions expressed below on “our knowledge,” or matters with respect to which we are “aware,” the words “our knowledge” or “aware” signify that, in the course of our representation of the Loan Parties as aforesaid, no information has come to our attention that has given us actual knowledge that any such opinions are not accurate or that any of the documents, certificates and information on which we have relied in expressing any such opinions are not true and complete in all material respects. The phrase “our knowledge” and the term “aware” are each limited to the actual knowledge of the lawyers within our firm who have worked on the transactions contemplated by the Loan Documents.

Based upon the foregoing and such legal considerations as we have deemed necessary, and subject to the limitations, assumptions and qualifications set forth in this Opinion Letter, we are of the opinion that:

1. The Lead Borrower is a corporation duly incorporated under the general corporation law of the State of Delaware. Based solely on the Public Official Certificates and without independent investigation or verification by us, and with the exceptions noted on Schedule A hereto where Public Official Certificates were not available for our review, we confirm that each Loan Party (a) is a corporation, a limited liability company or a limited partnership, as indicated on Schedule A hereto, duly incorporated or duly formed and in good standing (or the equivalent thereof) under the law of the state indicated on Schedule A hereto opposite its name; and (b) is licensed, registered or qualified to do business and is in good standing (or the equivalent thereof) as a foreign corporation, limited liability company or limited partnership, as the case may be, in each of the jurisdictions set forth on Schedule A as of the date of the Public Official Certificate.

2. The Lead Borrower has the requisite corporate power and authority to own its property and conduct its business substantially as currently conducted by it and to enter into and perform its obligations under the Loan Documents to which it is a party. Each of the Co-Borrower and the Subsidiary Guarantors has the requisite organizational (whether corporate, limited liability or limited partnership as applicable) power and authority to own its property and conduct its business substantially as currently conducted by it and to enter into and to perform its obligations under the Loan Documents to which it is a party.

3. The execution, delivery and performance of the Loan Documents by each Loan Party that is a party thereto have been duly authorized by all necessary organizational (whether corporate, limited liability or limited partnership as applicable) action of such Loan Party, and the Loan Documents have been duly executed and delivered by each Loan Party that is a party thereto.

4. Each of the Loan Documents constitutes a legally valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms.

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 5

5. The execution and delivery by each Loan Party of each Loan Document to which it is a party thereto and the performance by each Loan Party of its respective obligations under the Loan Documents (a) do not (except for filings, registrations, approvals and consents which have been made or obtained and are valid and subsisting and adequate for their intended purposes) require any filing or registration with, or approval, consent or authorization of, any Governmental Authority, and (b) do not conflict with, result in any violation of, or constitute any default under (i) any provision of such Loan Party’s Governing Documents, (ii) any present law or governmental regulation applicable to any Loan Party or its property, or (iii) any material agreement binding upon or applicable to any Loan Party or its property, or any court decree or order applicable to any Loan Party or its property, the opinion rendered in this subclause (iii) being limited to those agreements, decrees or orders of which we have knowledge.

6. None of the Loan Parties is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock. The making of the Loans and the application of the proceeds thereof as contemplated in the Credit Agreement will not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System.

7. None of the Loan Parties is an “investment company” or an “affiliated person” of, or a “promoter” or a “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

8. To our knowledge, and relying solely upon representations of the Borrowers, no litigation, arbitration or governmental investigation or proceeding against the Loan Parties, or to which any of the properties of the Loan Parties is subject, is pending or threatened which:

(a) if adversely determined, might have a Material Adverse Effect; or

(b) purports to affect the legality, validity or enforceability of any of the Loan Documents or the consummation of the transactions contemplated in the Credit Agreement.

The opinions set forth above are subject to the following additional assumptions and qualifications:

A. Our opinions, insofar as they relate to enforceability, are subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, including, without limitation, judicially developed doctrines relevant to any of the foregoing laws.

B. Our opinions, insofar as they relate to enforceability, are subject to the effects of judicial discretion or general equitable principles that may be applied by a court to the exercise of certain rights and remedies whether considered in a proceeding in equity or at law (including the

Lenders and JPMorgan Chase Bank,

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March 26, 2008

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possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing.

C. Our opinions, insofar as they relate to enforceability, are subject to the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of or contribution to a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy.

D. In rendering the opinions set forth herein, we have assumed that each of the Loan Parties, individually, and all of the Loan Parties, on a consolidated basis, are not insolvent or unable to meet their debts as they mature on the date hereof, and do not as of such date have unreasonably small capital with which to engage in their respective businesses. We understand that you have satisfied yourselves as to the Loan Parties’ solvency, ability to meet their debts as they mature and capital positions as of such date on the basis of, among other things, the financial and other information contained in the financial statements described in Section 4.1 of the Credit Agreement and the Solvency Certificate. We express no opinion as to any Loan Party’s ability to repay or otherwise satisfy the Notes or any other amounts due or to become due under the Loan Documents, or to perform any other obligations under any of the Loan Documents.

E. We express no opinion as to the creation, perfection or priority (and, therefore, no opinion as to the respective rights of any creditor, encumbrancer or other third party as against the rights of the Lenders) of any lien or security interest.

F. We express no opinion as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, and environmental laws (without limiting other laws excluded by customary practice).

G. We express no opinion as to any provision of the Loan Documents insofar as they provide that any person purchasing a participation from another person pursuant thereto may exercise set-off or similar rights with respect to such participation or that the Agent or any other person may exercise set-off rights other than in accordance with applicable law.

H. We express no opinion as to the effect of the compliance or non-compliance of the Agent or any Lender with any state or federal laws or regulations applicable because of the legal or regulatory status or the nature of the business of any of them or their participation in the Loan Documents.

I. We have assumed that the Agent and the Lenders at all times will act equitably and in good faith in a commercially reasonable manner and in compliance with all applicable laws and regulations. We have assumed that the Loan Documents will be enforced according to their terms.

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 7

J. We express no opinion as to the enforceability of any provision in the Loan Documents that purports to provide for or effect a confession of judgment on the part of the Borrower in any amount.

K. We express no opinion as to the validity, binding effect or enforceability of any provision in the Loan Documents that purports to: (i) impose on, or waive for the benefit of, the Agent or any of the Lenders standards for the care of collateral in the possession of the Agent or any of the Lenders, as the case may be, other than as permitted by applicable law; (ii) waive, or consent to waiver of, any rights of a debtor or duties owing to it, existing as a matter of law, except to the extent that such debtor may so waive or consent as a matter of law; (iii) permit the unilateral or ex parte appointment of a receiver, (iv) prohibit oral modifications to an agreement, (v) provide advance waivers of claims, defenses, rights granted by law, statutes of limitations, trial by jury, notices in connection with the exercise of remedies, the opportunity for hearing, evidentiary requirements, other procedural rights or the marshalling of assets, (vi) provide that the failure to exercise, or a delay in exercising, a right or remedy will not operate as a waiver of such right or remedy, (vii) appoint a third party as an attorney-in-fact to act on behalf of a Loan Party, (viii) consent to, or restrict, governing law, jurisdiction, venue, arbitration, remedies or judicial relief; (ix) waive broadly or vaguely stated rights; (x) provide for exclusivity, election or cumulation of rights or remedies; (xi) authorize or validate conclusive or discretionary determinations; (xii) grant setoff rights; (xiii) provide that a Guarantor is liable as a primary obligor, and not as a surety; (xiv) provide for the payment of attorneys’ fees where such payment is contrary to law or public policy; (xv) provide for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (xvi) provide that the failure to exercise, or a delay in exercising, a right or remedy will not operate as a waiver of a right or remedy, and (xvii) the severability, if invalid, of provisions to the foregoing effect.

L. The opinions expressed in this Opinion Letter are limited to the federal laws of the United States of America, the internal laws of the State of New York, and in our opinions set forth in paragraphs 1, 2, 3 and 5 of this Opinion Letter, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Louisiana. We express no opinion as to any other laws or regulations or as to any matters of municipal law or the laws of any local agencies within any state, and have assumed, with your approval and without rendering any opinion to such effect, that the laws of any other states which may be applicable in any respect to the matters addressed in these opinions are substantively identical to the laws of the States of New York, Delaware and Louisiana, without regard to conflict of law provisions. Unless otherwise stated, our opinions in this Opinion Letter are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers and guarantors in loan transactions.

Lenders and JPMorgan Chase Bank,

as Administrative Agent

March 26, 2008

Page 8

M. The opinions expressed herein are as of the date hereof. We assume no obligation to update or supplement the opinions expressed herein to reflect any facts or circumstances that may hereafter come to our attention or any change in laws that may hereafter occur.

N. The opinions expressed herein are solely for the benefit of the Agent and the Lenders now or hereafter parties to the Credit Agreement and may not be relied on in any manner or for any purpose by any other person or entity without our express written consent, which may be granted or withheld in our discretion.

O. This Opinion Letter is strictly limited to those matters expressly addressed herein. We express no opinion as to any matter not specifically stated to be and numbered as an opinion.

Very truly yours,

BAKER, DONELSON, BEARMAN,

CALDWELL & BERKOWITZ, PC

SCHEDULE A

Loan Parties

List of Subsidiary Guarantors

Public Official Certificates

[Intentionally omitted]

EXHIBIT “F”

FORM OF NOTICE OF BORROWING

            , 20            

JPMorgan Chase Bank, N.A., Administrative Agent

451 Florida Street, Floor 01

Baton Rouge, Louisiana 70801-1700

Attention: Suzanne Marquette

Phone:(225) 332-7516

Fax:    (225) 332-4573

Email: suzanne.marquette@chase.com

Dear Ms. Marquette:

Reference is made to the Credit Agreement, dated as of March 26, 2008 (as it may be amended, supplemented, restated or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMEDISYS, INC., a Delaware corporation (the “Lead Borrower”) and AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (the “Co-Borrower”; together with the Lead Borrower, the “Borrowers”), the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners.

Pursuant to Section [2.2] [2.5] [2.7] of the Credit Agreement, the undersigned gives you irrevocable notice of its desire that Lenders make the following Loans to [NAME OF BORROWER] in accordance with the applicable terms and conditions of the Credit Agreement on [                     ], 20[__]:

The aggregate amount of the proposed borrowing is $___________________6.

The Borrowing Date of the proposed borrowing is ___________________________.

Including this proposed borrowing, there are              Eurodollar Loans outstanding on the Facilities (not to exceed ten at any one time).

The Facility under which the proposed borrowing is requested:

Term Loan:

The proposed Term Loan will be composed of a [Eurodollar Loan] [ABR Loan].

The Interest Period for each Eurodollar Loan made as part of the proposed borrowing is [one] [two] [three] or [six] months or with the consent of each Lender, [nine] or [twelve] months which will commence on              and end on              (not to exceed the Term Loan Maturity Date).

6 Any Eurodollar Loan or ABR Loan amount must be at least $1,000,000 or whole multiples of $100,000.

Credit Agreement – Exhibit “F” Page 1 of 2

Revolving Loan:

The proposed borrowing will be composed of a [Eurodollar Loan] [ABR Loan].

The Interest Period for each Eurodollar Loan made as part of the proposed borrowing is [one] [two] [three] or [six] months or with the consent of each Lender, [nine] or [twelve] months which will commence on                                          and end on                                                               (not to exceed the Revolving Loan Maturity Date).

Swingline Loan:

The proposed borrowing will be composed of an ABR Loan in an amount that is an integral multiple of $100,000 and not less than $500,000.

The proposed maturity date is                                               (not to exceed ten Business Days from the Borrowing Date.

Including this proposed borrowing, the amount of the outstanding Swingline Loans is $                     (not to exceed $15,000,000).

The location and number of the Borrower’s account to which funds are to be disbursed is                                                                                                                                            .

[NAME OF BORROWER] hereby certifies that:

(i) after making the Loans requested on the Borrowing Date, the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments then in effect;

(ii) as of the Borrowing Date, the representations and warranties contained in each of the Loan Documents are true, correct and complete in all material respects on and as of such Borrowing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

(iii) as of the Borrowing Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

[AMEDISYS, INC.

By:

Name:

Title:]

[AMEDISYS HOLDING, L.L.C.

By:

Name:

Title:]

Credit Agreement – Exhibit “F” Page 2 of 2

EXHIBIT “G”

CONTINUATION/CONVERSION NOTICE

Reference is made to the Credit Agreement, dated as of March 26, 2008 (as it may be amended, supplemented, restated or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMEDISYS, INC., a Delaware corporation (the “Lead Borrower”) and AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (the “Co-Borrower”; together with the Lead Borrower, the “Borrowers”), the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners.

Pursuant to Section 2.12 of the Credit Agreement, the Lead Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

$[            ,            ,             ]	Eurodollar Loans to be continued with Interest Period of ____ month(s)
$[            ,            ,             ]	ABR Loans to be converted to Eurodollar Loans with Interest Period of ____ month(s)
$[            ,            ,             ]	Eurodollar Loans to be converted to ABR Loans

The Lead Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	AMEDISYS, INC.
	By:
	Name:
	Title:

Credit Agreement – Exhibit “G”

EXHIBIT “H”

INSURANCE REQUIREMENTS

The Borrowers will, and will cause each of their Subsidiaries to, maintain insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by corporations of comparable size engaged in the same or similar business and similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such corporations. The Borrowers will in any event maintain (with respect to itself and each of their Subsidiaries):

(A) Casualty Insurance — insurance against loss or damage covering all of the tangible real and personal property and improvements of the Borrowers and each of their Subsidiaries by reason of any Peril (as defined below) in such amounts (subject to such reasonable and customary deductibles as shall be satisfactory to the Administrative Agent) as shall be reasonable and customary and sufficient to avoid the insured named therein from becoming a co-insurer of any loss under such policy.

(B) Automobile Liability Insurance for Bodily Injury and Property Damage — insurance against liability for bodily injury and property damage in respect of all vehicles (whether owned, hired or rented by the Borrowers or any of their Subsidiaries) at any time located at, or used in connection with, its properties or operations.

(C) Comprehensive General Liability Insurance — insurance against claims for bodily injury, death or property damage occurring on, in or about the properties (and adjoining streets, sidewalks and waterways) of the Borrowers and their Subsidiaries.

(D) Workers’ Compensation Insurance — workers’ compensation insurance (including, without limitation, Employers’ Liability Insurance) to the extent required by applicable law.

(E) Professional Liability Insurance — professional liability insurance.

Credit Agreement – Exhibit “H”

EXHIBIT “I”

FORM OF EXEMPTION CERTIFICATE

CAN BE OBTAINED FROM ADMINISTRATIVE AGENT

Credit Agreement – Exhibit “I”

EXHIBIT “J”

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I am the chief financial officer of AMEDISYS, INC., a Delaware corporation (“Lead Borrower”).

2. Reference is made to that certain Credit Agreement dated as of March 26, 2008 (as amended, modified, supplemented or restated, the “Credit Agreement”), entered into by and among the Lead Borrower, Amedisys Holding, L.L.C., a Louisiana limited liability company (the “Co-Borrower”, together with the Lead Borrower, the “Borrowers”), the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

3. I have reviewed the terms of Articles 4 and 5 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

4. Based upon my review and examination described in paragraph (3) above, I certify that as of the date hereof, after giving effect to the entering into of the Credit Agreement, the related financings and the other transactions contemplated by the Loan Documents, each Loan Party is Solvent.

The foregoing certifications are made and delivered as of March 26, 2008.

AMEDISYS, INC.

Title: Dale Redman, Chief Financial Officer

Credit Agreement – Exhibit “J”

EXHIBIT “K”

FORM OF INCREASE COMMITMENT SUPPLEMENT

This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of                                              ,              and is made with reference to that certain Credit Agreement dated as of March 26, 2008 (as amended, modified, supplemented or restated, the “Credit Agreement”), entered into by and among Amedisys, Inc., a Delaware corporation (the “Lead Borrower”), Amedisys Holding, L.L.C., a Louisiana limited liability company (the “Co-Borrower”, together with the Lead Borrower, the “Borrowers”), the Lenders party thereto from time to time, FIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, OPPENHEIMER & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent, J.P. Morgan Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, pursuant to Section 2.23 of the Credit Agreement, the Borrowers and the Lenders are entering into this Increased Commitment Supplement to provide for the increase of the aggregate Commitments;

WHEREAS, each Lender party [hereto and already a party to the Credit Agreement] wishes to increase its Commitment [, and each Lender, to the extent not already a Lender party to the Credit Agreement (herein a “New Lender”), wishes to become a Lender party to the Credit Agreement];

WHEREAS, the Lenders are willing to agree to supplement the Credit Agreement in the manner provided herein.

NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1. Increase in Commitments. Subject to the terms and conditions hereof, each Lender severally agrees that its Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set forth opposite its name on the signature pages hereof.

2. New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements of the Borrower delivered under Section 6.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it has, independently and without reliance upon the Administrative Agent, any other Lender or any of their officers, directors, subsidiaries or affiliates based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Supplement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their officers, directors, subsidiaries or affiliates based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it is a “Lender” und the Credit Agreement and will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender.

Credit Agreement – Exhibit “K” Page 1 of 3

3. Conditions to Effectiveness. Paragraph 1 of this Supplement shall become effective only upon the satisfaction of the following conditions precedent:

(a) Receipt by the Administrative Agent of an opinion of counsel to the Borrower as to the matters referred to in Sections 5.1 and 5.2 of the Credit Agreement (with the term “Agreement” as used therein meaning this Supplement for purposes of such option), dated the date hereof, satisfactory in form and substance to the Agent;

(b) Receipt by the Administrative Agent of certified copies of all corporate action taken by the Borrowers to authorize the execution, delivery and performance of this Supplement; and

(c) Receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrowers certifying the names and true signatures of the officers of each Borrower authorized to sign this Supplement and the other documents to be delivered hereunder.

4. Representations and Warranties. In order to induce the Lenders to enter into this Supplement and to supplement the Credit Agreement in the manner provided herein, each Borrower represents and warrants to the Administrative Agent and each Lender that (a) the representations and warranties contained in Article 4 of the Credit Agreement are and will be true, correct and complete on and as of the effective date hereof to the same extent as though made on and as of that date and for that purpose, this Supplement shall be deemed to be included as part of the Agreement referred to therein, and (b) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Supplement that would constitute a Default.

5. Effect of Supplement. The terms and provisions set forth in this Supplement shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superceded by this Supplement, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. The Borrowers, the Administrative Agent, and the Lenders agree that the Credit Agreement as supplemented hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Any and all agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the term of the Credit Agreement as supplemented hereby, are hereby amended so that any reference in such documents to the Credit Agreement shall mean a reference to the Credit Agreement as supplemented hereby.

6. Applicable Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York and applicable laws of the United States of America.

7. Counterparts, Effectiveness. This Supplement may be executed in any number of counterparts, by different parties hereto in separate counterparts and on telecopy counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute by one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Supplement (other than the provisions of Paragraph 1 hereof, the effectiveness of which is governed by Paragraph 3 hereof) shall become effective upon the execution of a counterpart hereof by the Borrowers, the Lenders and receipt by the Borrowers and the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

8. Entire Agreement. This Supplement embodies the final, entire agreement among the parties relating to the subject matter hereof and supersede any and all previous commitments, agreements, representations and understandings, whether oral or written, relating to the subject matter hereof and may not be contradicted or varied by evidence or prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto there are no unwritten oral agreements among the parties hereto.

Credit Agreement – Exhibit “K” Page 2 of 3

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

New Term Commitment:
$________________________________________
New Total Revolving Commitment:
$________________________________________	JPMORGAN CHASE BANK, N.A.,
	individually and as the Administrative Agent
	By:
	Name:
	Title:
$________________________________________	LENDER
	By:
	Name:
	Title:
$________________________________________	LENDER
	By:
	Name:
	Title:

Credit Agreement – Exhibit “K” Page 3 of 3