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,...Credit Agreement • April 1st, 2008 • Amedisys Inc • Services-home health care services • New York
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.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 1st, 2008 • Amedisys Inc • Services-home health care services
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”).
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...Note Purchase Agreement • April 1st, 2008 • Amedisys Inc • Services-home health care services • New York
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.
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...Purchase and Sale Agreement • April 1st, 2008 • Amedisys Inc • Services-home health care services • Delaware
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”.
