-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MV9hSyjaVxjtAnhZOL3I3RaXfx0gnBCNP3R8cSE6Nhkcqu/9KI84a31T1Dj+SGeH i4tzLt9IZB/E8Cr6zxisyA== 0000950134-00-004245.txt : 20000512 0000950134-00-004245.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950134-00-004245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDISYS INC CENTRAL INDEX KEY: 0000896262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 113131700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24260 FILM NUMBER: 626382 BUSINESS ADDRESS: STREET 1: 3029 S SHERWOOD FOREST BLVD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 3029 SOUTH SHERWOOD FOREST BLVD STREET 2: SUITE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL NURSING MANAGEMENT CORP DATE OF NAME CHANGE: 19940819 FORMER COMPANY: FORMER CONFORMED NAME: M&N CAPITAL CORP DATE OF NAME CHANGE: 19930125 8-K 1 FORM 8-K 1 U.S. 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 28, 2000 AMEDISYS, INC. -------------- (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 0-24260 11-3131700 -------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 3029 S. Sherwood Forest Blvd., Ste. 300 Baton Rouge, LA 70816 ------------------------------------------------------------- (Address of principal executive offices including zip code) (225) 292-2031 -------------- (Registrant's telephone number, including area code) 1 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT Inapplicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 28, 2000, Amedisys, Inc. ("the Company"), Park Place Surgery Center, LLC ("Park Place"), and the remaining Members of Park Place Surgery Center, LLC ("Physician Members") entered into an agreement for the purchase and sale of the Company's 20% membership interest in Park Place, an outpatient surgery center in Lafayette, Louisiana, to the Physician Members. The purchase price of $3,200,000 cash was paid to the Company at closing. The purchase price was derived by an independent valuation analysis based on the discounted economic income method. In addition to the purchase price, the Company will also participate, on a pro rata basis, in the final cash distribution of Park Place which shall be computed and made within thirty days after the closing. The Company and the Physician Members had no material relationship prior to the transaction, except by virtue of their membership interest in Park Place and that the Company and some Physician Members served on the Board of Directors of Park Place. At the closing, the management agreement existing between the Company and Park Place was also terminated. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Inapplicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Inapplicable ITEM 5. OTHER EVENTS Inapplicable ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Inapplicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Inapplicable. (b) Pro Forma Financial Information. The pro forma financial information of the Company required pursuant to Article 11 of Regulation S-X is attached hereto as Annex A. (c) Exhibit No. Page 2.22(i) Agreement for Purchase and Sale of LLC Membership Interest among Amedisys, Inc., Park Place Surgery Center, LLC, and the Members of Park Place Surgery Center, LLC ........................................A-1 (i) Filed herewith. 2 3 ITEM 8. CHANGE IN FISCAL YEAR Inapplicable ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S Inapplicable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMEDISYS, INC. By: /s/ JOHN M. JOFFRION --------------------------------------- John M. Joffrion Senior Vice President of Finance Principal Accounting and Financial Officer DATE: May 11, 2000 4 ANNEX A AMEDISYS, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999 In 000's, except per share amounts
Historical Effect of Sale * Pro Forma ---------- ---------------- --------- ASSETS Current Assets: Cash $ 1,425 $ 3,200 $ 4,625 Accounts Receivable, Net of Allowance for Doubtful Accounts of $2,199 in December 1999 and $3,095 in December 1998 11,426 -- 11,426 Prepaid Expenses 319 -- 319 Inventory and Other Current Assets 487 -- 487 Current Assets Held for Sale 1,182 (457) 725 -------- -------- -------- Total Current Assets 14,839 2,743 17,582 Property, Plant and Equipment, Net 3,439 -- 3,439 Other Assets, Net 19,544 -- 19,544 Long-term Assets Held for Sale 4,262 -- 4,262 -------- -------- -------- Total Assets $ 42,084 $ 2,743 $ 44,827 ======== ======== ======== LIABILITIES Current Liabilities: Accounts Payable $ 4,739 $ -- $ 4,739 Accrued Expenses: Payroll and Payroll Taxes 6,240 -- 6,240 Insurance 660 -- 660 Income Taxes 437 -- 437 Other 3,552 -- 3,552 Notes Payable 4,917 -- 4,917 Long-term Debt Classified as Current 15,461 -- 15,461 Notes Payable to Related Parties 10 -- 10 Current Portion of Long-term Debt 2,325 -- 2,325 Current Portion of Obligations under Capital Leases 402 -- 402 Deferred Revenue, Current Portion 2,119 -- 2,119 Current Liabilities Held for Sale 806 -- 806 -------- -------- -------- Total Current Liabilities 41,668 -- 41,668 Long-term Debt 2,206 -- 2,206 Deferred Revenue 6,003 -- 6,003 Obligations under Capital Leases 211 -- 211 Other Long-term Liabilities 826 -- 826 Long-term Liabilities Held for Sale 1,275 -- 1,275 -------- -------- -------- Total Liabilities 52,189 -- 52,189 -------- -------- -------- Minority Interest 81 -- 81 -------- -------- -------- STOCKHOLDERS' EQUITY (DEFICIT) Common Stock 3 -- 3 Preferred Stock (750,000 Shares) 1 -- 1 Additional Paid-in Capital 12,203 -- 12,203 Treasury Stock (4,667 Shares) (25) -- (25) Retained Earnings (Deficit) (22,368) 2,743 (19,625) -------- -------- -------- Total Stockholders' Equity (Deficit) (10,186) 2,743 (7,443) -------- -------- -------- Total Liabilities and Stockholders' Equity $ 42,084 $ 2,743 $ 44,827 ======== ======== ========
* See accompanying notes to financial statements. 5 ANNEX A AMEDISYS, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 IN 000'S, EXCEPT PER SHARE AMOUNTS
HISTORICAL EFFECT OF SALE * PRO FORMA ------------ ---------------- ------------ Income: Service revenue $ 97,411 $ -- $ 97,411 Cost of service revenue 46,890 -- 46,890 ------------ ------------ ------------ Gross margin 50,521 -- 50,521 ------------ ------------ ------------ General and administrative expenses: Salaries and benefits 30,089 -- 30,089 Other 23,057 -- 23,057 ------------ ------------ ------------ Total general and administrative expenses 53,146 -- 53,146 ------------ ------------ ------------ Operating (loss) (2,625) -- (2,625) Other income and expense: Interest income 66 -- 66 Interest expense (3,625) -- (3,625) Other income/(expense), net (1,732) -- (1,732) ------------ ------------ ------------ Total other income and expenses (5,291) -- (5,291) ------------ ------------ ------------ Net (loss) before income taxes, minority interest and discontinued operations (7,916) -- (7,916) (Benefit) for estimated income taxes (3,263) -- (3,263) ------------ ------------ ------------ Net (loss) before discontinued operations (4,653) -- (4,653) Discontinued operations: (Loss) from discontinued operations, net of income taxes (212) (639) (851) Gain on dispositions, net of income taxes 6,165 -- 6,165 ------------ ------------ ------------ Total discontinued operations 5,953 (639) 5,314 ------------ ------------ ------------ Net income $ 1,300 $ (639) $ 661 ============ ============ ============ Weighted average common shares outstanding 3,093 3,093 Basic earnings per common share: Net (loss) before discontinued operations $ (1.50) $ (1.50) (Loss) from discontinued operations, net of income taxes (0.07) (0.28) Gain on dispostion, net of income taxes 1.99 1.99 ------------ ------------ Net income $ 0.42 $ 0.21 ============ ============
* See accompanying notes to financial statements. 6 AMEDISYS, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A. Basis of Presentation On April 28, 2000, Amedisys, Inc. ("the Company"), Park Place Surgery Center, LLC ("Park Place"), and the remaining Members of Park Place Surgery Center, LLC ("Physician Members") entered into an agreement for the purchase and sale of the Company's 20% membership interest in Park Place, an outpatient surgery center in Lafayette, Louisiana to the Physician Members. The purchase price of $3,200,000 cash was paid to the Company at closing. The purchase price was derived by an independent valuation analysis based on the discounted economic income method. In addition to the purchase price, the Company will also participate, on a pro rata basis, in the final cash distribution of Park Place which shall be computed and made within thirty days after the closing. The Company and the Physician Members had no material relationship prior to the transaction, except by virtue of their membership interest in Park Place and that the Company and some Physician Members served on the Board of Directors of Park Place. At the closing, the management agreement existing between the Company and Park Place was also terminated. The accompanying pro forma condensed consolidated balance sheet has been prepared by applying certain pro forma adjustments to historical financial information, assuming the sale occurred on December 31, 1999. The pro forma condensed consolidated statement of operations for the year ended December 31, 1999 has been prepared based upon certain pro forma adjustments to historical financial information, assuming the sale occurred on January 1, 1999. The pro forma data is not necessarily indicative of the operating results or financial position that would have occurred had the transaction described above been consummated at the date indicated, nor necessarily indicative of future operating results or financial position. Basic net income per share of common stock is calculated by dividing net income applicable to common stock by the weighted average number of common shares outstanding during the period. Diluted net income per share is not presented because stock options and convertible securities outstanding during the period presented were not dilutive. In August 1999, the Company adopted a formal plan to sell all of its interests in its outpatient surgery and infusion therapy divisions to become a focused home health nursing company. Subsequently, the Company has classified these divisions as discontinued operations in its Statements of Operations. In addition, the majority of the assets and liabilities of these divisions were classified as Held for Sale in the Company's historical Balance Sheets. 7 B. Effect of Sale (1) Reflects the financial position of the investment as of December 31, 1999 in the balance sheet, in addition to the following adjustments: a. Increase in Cash of $3,200,000 to reflect the purchase price paid at closing. b. Decrease in Assets Held for Sale of $456,873 to reflect the sale of the Company's investment in Park Place Surgery Center, LLC. (2) Reflects the operating results of the investment for the fiscal year ended December 31, 1999 in the statement of operations. a. Increase in (Loss) from Discontinued Operations, Net of Income Taxes of $639,000 which reflects the investment's equity in earnings of $457,000, management fee revenue of $193,000 and development fees of $14,000 offset by anticipated overhead expense reductions of $25,000. 8 INDEX TO EXHIBIT
Exhibit No. Description - -------- ----------- 2.22 (i) Agreement for Purchase and Sale of LLC Membership Interest among Amedisys, Inc., Park Place Surgery Center, LLC, and the Members of Park Place Surgery Center, LLC (i) Filed herewith.
EX-2.22(I) 2 AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP 1 EXHIBIT 2.22 AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST THIS AGREEMENT (this "Agreement") is made and entered into as of the 28th day of April, 2000 by and between the following: AMEDISYS, INC. ("Amedisys"), a corporation organized and existing under the laws of the State of Delaware, whose address for purposes of this Agreement is 3029 South Sherwood Forest Boulevard, Baton Rouge, LA, appearing and acting herein by and through its undersigned authorized representative; PARK PLACE SURGERY CENTER, L.L.C. (the "Company"), a Louisiana limited liability company organized and existing under the laws of the State of Louisiana, whose address for purposes of this Agreement is 901 Wilson Street, Lafayette, LA 70503, appearing and acting herein by and through its undersigned duly authorized representative; and The undersigned Members of PARK PLACE SURGERY CENTER, L.L.C. (the "Purchasers"). EXPLANATORY STATEMENT: A. Amedisys is the owner of a twenty (20%) percent Membership Interest (the "Membership Interest") in the Company. B. The Company is governed by the provisions of an Operating Agreement dated December 1, 1997 by and between Amedisys and the other Members of the Company (the "Operating Agreement"). C. Amedisys desires to sell to Purchasers, and Purchasers desire to purchase from Amedisys, the Membership Interest, all upon the terms and conditions set forth below. AGREEMENT: NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Company and the Amedisys agree as follows: 1. PURCHASE OF MEMBERSHIP INTEREST. The Purchasers do hereby agree to purchase from Amedisys, and Amedisys does hereby agree to sell and transfer to the Purchasers, the Membership Interest, together with any and all right, title, and interest which Amedisys has AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 1 2 under the provisions of the Operating Agreement, or in and to any of the Company's assets, with respect to the Membership Interest so assigned. The Membership Interest shall be acquired by Purchasers in the proportions set forth on Exhibit "A" attached hereto. 2. PURCHASE PRICE. As consideration for the purchase (the "Purchase Price"), the Purchasers will pay to Amedisys at Closing the sum of THREE MILLION TWO HUNDRED THOUSAND ($3,200,000.00) AND NO/100 ($3,200,000.00) DOLLARS in cash by bank wire transfer at the Closing. The Purchase Price shall be allocated among the Purchasers as set forth on Exhibit "A" attached hereto. 3. CLOSING; DELIVERIES. A. CLOSING. The Closing shall take place at the offices of the Company in Lafayette, Louisiana on April 27, 2000, or at such other place and at such other time and date as may be mutually agreed upon by the parties. B. PROCEEDINGS AT CLOSING. All proceedings to be taken, all payments to be made and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken, paid, executed and delivered simultaneously, and no proceedings shall be deemed taken, no payments shall be deemed made nor any documents executed or delivered until all have been taken, paid, executed and delivered. C. DELIVERIES BY AMEDISYS TO THE PURCHASERS. At the Closing, Amedisys shall execute (where necessary) and deliver, or shall cause to be executed (where necessary) and delivered, to the Purchasers the following: (1) All certificates evidencing ownership of interests in the Company, duly endorsed for transfer to the Purchasers. In the event that Amedisys ever locates, or comes into possession of, other certificates evidencing ownership of interests in the Company, then and in that event Amedisys shall deliver said certificates to the Purchasers for no additional consideration, it being understood that Amedisys will transfer to the Purchasers at Closing all of its interest in the currently owned by Amedisys for the consideration reflected in Section 2 above. Further, at the Closing Amedisys will release and forever waive any and all rights, if any, that Amedisys has to (a) be issued additional interests in the Company's and/or (b) purchase or otherwise acquire any additional interests in the Company. (2) An executed original counterpart of the "Assignment of LLC Membership Interest" agreement attached hereto as Exhibit "B". (3) Such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein. D. DELIVERIES BY THE PURCHASERS TO AMEDISYS. At the Closing, the Purchasers shall execute (where necessary) and deliver, or shall cause to be executed (where necessary) and delivered, to Amedisys the following: AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 2 3 (1) A cash payment by bank wire transfer in the amount of $3,200,000.00 representing the Purchase Price as provided in Section 2. (2) An executed original counterpart of the "Assignment of LLC Membership Interest" agreement attached hereto as Exhibit B. (3) Such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein. E. OTHER CLOSING MATTERS. (1) At and after the Closing, the Company and the Purchasers shall secure the release of Amedisys from all of the outstanding business or trade indebtedness of the Company. To the extent that the Purchasers and the Company are not successful in obtaining such releases, the Company agrees to hold harmless Amedisys from and against any and all liability for such debt. (2) Amedisys will participate, on a pro rata basis, in a final cash distribution (the "Final Distribution") of the Company to be made within thirty (30) days after the Closing date (the "Final Distribution Date"). The Final Distribution will be computed based on the excess cash of the Company as of the date of distribution above the estimated amounts needed by the Company to pay accrued payroll, accounts payable, amounts due Amedisys under the Management Agreement and/or the intercompany account and a one (1) month reserve for cash expenses. By way of illustration only, the formula for computing the Final Distribution will be as set forth on Exhibit "C" attached hereto. Between the date of Closing and the Final Distribution Date, the Company will not make any capital expenditures or prepay or make accelerated payments of existing debt except for such capital expenditures or payments of debt as may be required in the ordinary course of business. (3) At the Closing, Amedisys and the Company will terminate the Management Agreement between the parties dated December 1, 1997. (4) All amounts due to/from Amedisys under the Management Agreement and/or the intercompany account will be settled by final payment by wire transfer within thirty (30) days after the Closing Date. (5) The determination of all amounts due between the parties arising from items (2) through (4) above or otherwise shall be determined by a certified public accountant selected by the Company, whose determination shall be conclusive on all parties. (6) At Closing, Amedisys shall resign from any and all positions held in the Company, whether as manager, member of the Management Committee or otherwise, such resignation to be in writing and effective as of the Closing date. AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 3 4 F. TRANSITIONAL MATTERS. (1) TRANSITION PERIOD; SERVICES. Amedisys and the Company agree, from and after the Closing date and for a period of up to ninety (90) days following the Closing date (the "Transition Period"), that Amedisys will provide to the Company on an "as needed" basis the Management Services set forth in Section 2 of the Management Agreement as well as the Accounting and Bookkeeping Services set forth in Section 3 of the Management Agreement (all of which are hereinafter referred to as the "Transitional Services"). The selection and extent of services to be provided shall be in the discretion of the Company. Nothing contained in this Agreement shall preclude the Company from obtaining the Transitional Services from other providers. (2) COOPERATION. Amedisys and the Company shall each use its best efforts to cooperate with the other in planning the scope and timing of the Transitional Services and in the conduct of same in order to assure an orderly transition. (3) REIMBURSEMENT. The Company agrees to reimburse Amedisys for the Transitional Services actually rendered to the Company in accordance with a written hourly fee schedule to be agreed upon prior to the Closing date. The hourly fee schedule may provide different rates for different categories of personnel. In addition, the Company agrees to reimburse Amedisys for all out-of-pocket expenses incurred by Amedisys in connection with performing the Transitional Services. Amedisys shall, on a weekly basis during the Transitional Period, submit to the Company a written statements of fees and expenses for payment, accompanied by such supporting detail as the Company may reasonably request. Payment shall be due within five (5) days after date of the statement. (4) RELATIONSHIP DURING THE TRANSITION PERIOD. The relationship of Amedisys to the Company during the conduct of the Transitional Services shall be that of an independent contractor, and nothing contained herein shall be construed to create any partnership, joint venture or similar enterprise between or among the parties. 4. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. A. BY AMEDISYS. Amedisys hereby represents and warrants to the Company that, on the date hereof and as of the date of Closing: (1) Amedisys is the sole legal and beneficial owner of the Membership Interest. Amedisys has not sold, transferred, or encumbered any or all of the Membership Interest. Subject to the provisions of the Operating Agreement, Amedisys has the full and sufficient right at law and in equity to transfer and assign the Membership Interest, and is transferring and assigning the Membership Interest to the Company free and clear of any and all right, title, or interest of any other person whatsoever. (2) Amedisys has been given no notice of any default in performing its obligations under the provisions of the Operating Agreement and, to the best of Amedisys's AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 4 5 knowledge, information, and belief, Amedisys is not in default in performing those obligations. B. BY EACH PARTY. Each party represents and warrants to the other that it has been duly authorized to execute and deliver this Assignment, and to perform its obligations under this Assignment and as required of each party at Closing. 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made herein shall survive the closing of the transaction set forth in this Agreement. 6. NOTICES. Any notice, demand, consent, approval, request, or other communication or document to be provided hereunder to a party hereto shall be (a) in writing, and (b) deemed to have been provided (i) forty-eight (48) hours after being sent as certified or registered mail in the United States mail, postage prepaid, return receipt requested, to the address of the party set forth in this Agreement or to any other address in the United States of America as the party may designate from time to time by notice to the other party, or (ii) upon being given by hand or other actual delivery to the party. 7. CONSENT OF THE COMPANY. Park Place Surgery Center, L.L.C. joins in this Agreement for the specific purpose of ratifying and consenting to the purchase of the Membership Interest of Amedisys by the Purchasers as set forth herein, and does hereby waive any and all rights it may have to acquire said Membership Interest, whether such rights may arise under of the Articles of Organization of the Company, its Operating Agreement or any other agreement, or by virtue of law. 8. CONFIDENTIALITY. A. CONFIDENTIAL INFORMATION. No party shall, without the prior written consent of all other parties, make any statement, or any public announcement, or any release to publications or to the press, or make any statement to any competitor, customer, or any other third party, with respect to the matters and/or the transactions contemplated by this Agreement (the "Confidential Information"), except as may be necessary, in the opinion of their respective counsel, to comply with the requirements of any law, governmental order, or regulation. Prior to making any permitted disclosure, the disclosing party shall give written notice to the other parties. Each party hereby undertakes and agrees to retain in confidence, and to require its respective employees, consultants, professional representatives and agents to retain in confidence, the Confidential Information, and no party will use or disclose to others, or permit the use or disclosure of, any such Confidential Information. Each party hereby confirms that any information disclosed to the other regarding the transactions contemplated by this Agreement, or any discussions held among them concerning the subject matter of this Agreement prior to its execution, shall be subject to these confidentiality provisions. B. REASONABLENESS OF RESTRICTIONS. Each party further acknowledges that the foregoing covenants concerning confidentiality are made in consequence of and as an inducement to the other party to enter into negotiations for and to consummate the transactions contemplated by this Agreement, and to protect and preserve to each party the benefit of its bargain in this AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 5 6 matter; that each of the foregoing covenants is reasonable and necessary to protect and preserve the benefits of this undertaking, and that irreparable loss and injury would result should any of these confidentiality covenants be breached by the other party, regardless of whether the transactions contemplated by this Agreement are consummated. 9. MISCELLANEOUS. A. EFFECTIVENESS. This Agreement shall become effective on and only on its execution and delivery by each party. B. COMPLETE UNDERSTANDING. Subject to the provisions of the Operating Agreement, this Assignment represents the complete understanding between the parties as to the subject matter hereof, and supersedes all prior negotiations, representations, guarantees, warranties, promises, statements, or agreements, either written or oral, between the parties hereto as to the same. C. AMENDMENT. This Assignment may be amended by and only by an instrument executed and delivered by each party. D. WAIVER. No party shall be deemed to have waived any right which it holds hereunder unless the waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party in exercising any such right shall be deemed a waiver of its future exercise). No waiver shall be deemed a waiver as to any other instance or any other right. E. APPLICABLE LAW. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed hereby shall be governed by the internal law, not the law of conflicts, of the State of Louisiana. If any action or proceeding involving such questions arises under the Constitution, laws, or treaties of the United States of America, or if there is a diversity of citizenship between the parties thereto, so that it is to be brought in a United States District Court, it shall be brought in the United States District Court for the Western District of Louisiana. F. HEADINGS. The headings of the Sections, subsections, paragraphs, and subparagraphs hereof are provided herein for and only for convenience of reference, and shall not be considered in construing their contents. G. BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns hereunder. H. SEVERABILITY. No determination by any court, governmental body or otherwise that any provision of this Assignment or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision thereof, or (b) that provision in any circumstance not controlled by the determination. Each such provision shall be valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law. AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 6 7 I. FURTHER ASSURANCES. The parties shall cooperate with each other and shall execute and deliver, or cause to be delivered, all other instruments and shall take all other actions, as either party hereto may reasonably request from time to time in order to effectuate the provisions hereof. [SIGNATURES APPEAR ON THE FOLLOWING PAGES.] AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 7 8 EXHIBITS TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST The following exhibits to the "Agreement for Purchase and Sale of LLC Membership Interest" have been omitted from this filing. The Company will furnish these exhibits to the Securities and Exchange Commission upon request. A. Allocation of Membership Interest and Purchase Price B. Assignment of LLC Membership Interest C. Calculation of the Final Distribution to Amedisys 9 AMEDISYS SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST IN WITNESS WHEREOF, Amedisys has caused this Agreement to be executed on its behalf by its undersigned duly authorized representative in the presence of the undersigned witnesses on the 28th day of April, 2000. WITNESSES: AMEDISYS, INC. /s/ EDWARD F. BREAUX BY: /s/ JOHN JOFFRION - ---------------------------------- -------------------------------- AUTHORIZED REPRESENTATIVE /s/ KIRK W. LONG - ---------------------------------- ACKNOWLEDGMENT STATE OF LOUISIANA PARISH/COUNTY OF LAFAYETTE BE IT KNOWN that on this 28th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared John Joffrion, to me known, who declared and acknowledged to me, Notary, that he or she is the Senior V.P. of Finance of AMEDISYS, INC., a corporation organized under the laws of the State of Delaware; that as such duly authorized officer, by and with the authority of the Board of Directors of said corporation, he or she signed and executed the foregoing instrument as the free and voluntary act and deed of said Corporation, for and on behalf of said corporation and for the uses, objects and purposes therein set forth. /s/ LESTER J. ZAUNBRECHER ----------------------------------- NOTARY PUBLIC 10 PARK PLACE SURGERY CENTER, L.L.C. SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- IN WITNESS WHEREOF, Park Place Surgery Center, L.L.C. has caused this Agreement to be executed on its behalf by its undersigned duly authorized representative in the presence of the undersigned witnesses on the 28 day of April, 2000. WITNESSES: PARK PLACE SURGERY CENTER, L.L.C. /s/ PAT BENTEN BY: /s/ KENNETH ODINET - ----------------------------------- --------------------------------- /s/ AMY LATIOLAIS CST/CFA MANAGING MEMBER - ---------------------------------- /s/ SHANE BROUSSARD BY: /s/ MICHAEL DUVAL - ----------------------------------- --------------------------------- /s/ BILLIE A. ROBIN MANAGING MEMBER - ---------------------------------- /s/ JOHN JOFFRION BY: /s/ SANJIV J. JINDIA - ----------------------------------- --------------------------------- /s/ KIRK W. LONG MANAGING MEMBER - ---------------------------------- /s/ JOHN JOFFRION BY: /s/ JOHN TOLSON, III M.D. - ----------------------------------- --------------------------------- /s/ KIRK W. LONG MANAGING MEMBER - ---------------------------------- /s/ JOHN JOFFRION BY: /s/ EDWARD F. BREAUX - ----------------------------------- --------------------------------- /s/ KIRK W. LONG MANAGING MEMBER - ---------------------------------- ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27 day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared Kenneth Odinet and Michael Duval, to me known, who declared and acknowledged to me, Notary, that they are the Managing Members of PARK PLACE SURGERY CENTER, L.L.C., a limited liability company; that as such duly authorized representative, they signed and executed the foregoing instrument as the free and voluntary act and deed of said company, for and on behalf of said company and for the uses, objects and purposes therein set forth. /s/ CAROL A. SMITH ----------------------------------- NOTARY PUBLIC 11 ACKNOWLEDGEMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 28 day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared Michael Duval, Sanjiv Jindia, John Tolson and Edward Breaux, to me known, who declared and acknowledged to me, Notary, that they are the Managing Members of PARK PLACE SURGERY CENTER, L.L.C., a limited liability company; that as such duly authorized representative, they signed and executed the foregoing instrument as the free and voluntary act and deed of said company, for and on behalf of said company and for the uses, objects and purposes therein set forth. /s/ LESTER J. ZAUNBRECHER ------------------------- NOTARY PUBLIC 12 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ D. Autin - -------------------------- ------------------------- DAVID AUTIN /s/ Kirk W. Long PRINT NAME: D.L. Autin - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared DAVID AUTIN, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 13 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Lon M. Baronne - -------------------------- ------------------------- LON M. BARONNE /s/ Kirk W. Long PRINT NAME: Lon Baronne - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared LON M. BARONNE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 14 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Kirk W. Long SIGNATURE: /s/ Daniel R. Bourque - -------------------------- ------------------------- DANIEL R. BOURQUE /s/ Vickye D. Broussard PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of _________, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared DANIEL R. BOURQUE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 15 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Thad A. Bourque - -------------------------- ------------------------- THAD A. BOURQUE /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared THAD A. BOURQUE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 16 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Edward F. Breaux - -------------------------- ------------------------- EDWARD F. BREAUX /s/ Kirk W. Long PRINT NAME: Edward F. Breaux - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared EDWARD F. BREAUX, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 17 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ E. Paul Breaux, III - -------------------------- ------------------------- E. PAUL BREAUX, III /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared E. PAUL BREAUX, III, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 18 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Kenneth Champagne - -------------------------- ------------------------- KENNETH CHAMPAGNE /s/ Kirk W. Long PRINT NAME: Kenneth Champagne - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared KENNETH CHAMPAGNE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 19 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Keith A. Columb - -------------------------- ------------------------- KEITH A. COLUMB /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared KEITH A. COLUMB, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 20 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Carol A. Smith SIGNATURE: /s/ Wayne P. Daigle - -------------------------- ------------------------- WAYNE P. DAIGLE /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared WAYNE P. DAIGLE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 21 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Martin J. Ducote, Jr. - -------------------------- -------------------------- MARTIN J. DUCOTE, JR. /s/ Kirk W. Long PRINT NAME: Martin J. Ducote, Jr. - -------------------------- ------------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared MARTIN J. DUCOTE, JR., to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 22 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Michael J. Duval - -------------------------- ------------------------- MICHAEL J. DUVAL /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared MICHAEL J. DUVAL, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 23 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Scott A. Gammel - -------------------------- ------------------------- SCOTT A. GAMMEL /s/ Kirk W. Long PRINT NAME: Scott A. Gammel - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared SCOTT A. GAMMEL, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 24 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Michel E. Heard - -------------------------- ------------------------- MICHEL E. HEARD /s/ Kirk W. Long PRINT NAME: Michel Heard - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared MICHEL E. HEARD, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 25 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Christopher K. Hebert - -------------------------- ----------------------------- CHRISTOPHER HEBERT /s/ Kirk W. Long PRINT NAME: Christopher K. Hebert - -------------------------- ---------------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared CHRISTOPHER HEBERT, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 26 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ James C. Ingram, Jr. - -------------------------- ------------------------ JAMES C. INGRAM, JR. /s/ Kirk W. Long PRINT NAME: - ------------------------- ----------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared JAMES C. INGRAM, JR., to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 27 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Sanjiv J. Jindia - -------------------------- ------------------------ SANJIV J. JINDIA /s/ Kirk W. Long PRINT NAME: Sanjiv Jindia - ------------------------- ----------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared SANJIV J. JINDIA, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 28 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ J. Lee Leonard - -------------------------- ------------------------ J. LEE LEONARD /s/ Kirk W. Long PRINT NAME: - ------------------------- ----------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared J. LEE LEONARD, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 29 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ John D. Martin - -------------------------- ------------------------- /s/ Kirk W. Long JOHN D. MARTIN - ------------------------- PRINT NAME: ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared JOHN D. MARTIN, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 30 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Thomas J. Montgomery - -------------------------- ------------------------ THOMAS J. MONTGOMERY /s/ Kirk W. Long PRINT NAME: Thomas J. Montgomery - ------------------------- ----------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared THOMAS J. MONTGOMERY, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 31 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Kirk W. Long SIGNATURE: /s/ Robert L. Morrow, Jr. - -------------------------- ------------------------- ROBERT L. MORROW /s/ Carol A. Smith PRINT NAME: - ------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared ROBERT L. MORROW, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 32 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Scott M. Neusetzer - -------------------------- -------------------------- SCOTT M. NEUSETZER /s/ Kirk W. Long PRINT NAME: Scott M. Neusetzer - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared SCOTT M. NEUSETZER, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 33 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Kenneth Odinet, Jr. - -------------------------- ----------------------- KENNETH L. ODINET /s/ Kirk W. Long PRINT NAME: - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared KENNETH L. ODINET, known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 34 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ John Schutte - -------------------------- ------------------------ JOHN SCHUTTE /s/ Kirk W. Long PRINT NAME: John Schutte - -------------------------- ----------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared JOHN SCHUTTE, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 35 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Jeffrey J. Thibodeaux - -------------------------- ---------------------------- JEFFREY J. THIBODEAUX /s/ Kirk W. Long PRINT NAME: - -------------------------- --------------------------- DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared JEFFREY J. THIBODEAUX, known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 36 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ John Tolson, III - -------------------------- ------------------------- JOHN TOLSON, III /s/ Kirk W. Long PRINT NAME: John Tolson, III - -------------------------- ------------------------ DATE SIGNED: 4-27, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared JOHN TOLSON, III, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC 37 MEMBER/PURCHASER SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF LLC MEMBERSHIP INTEREST - ------------------------------------------------------------------------------- The undersigned, as Purchaser of a portion of the Membership Interest of Amedisys, Inc. hereby agrees to all of the terms and provisions of the foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The undersigned hereby joins in the execution of the said agreement, hereby authorizing this Signature Page to be attached thereto. IN WITNESS WHEREOF, the undersigned has executed this Signature Page to the "Agreement For Purchase And Sale of LLC Membership Interest in the presence of the undersigned witnesses on the date set forth below. WITNESSES: MEMBER/PURCHASER /s/ Vickye D. Broussard SIGNATURE: /s/ Ben A. Vierra - -------------------------- ------------------------ BEN A. VIERRA /s/ Kirk W. Long PRINT NAME: Ben A. Vierra - -------------------------- ----------------------- DATE SIGNED: 4-28, 2000 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF LAFAYETTE BE IT KNOWN that on this 27th day of April, 2000, before me, the undersigned Notary Public, duly commissioned and qualified in and for the State and Parish aforesaid, personally came and appeared BEN A. VIERRA, to known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary, that he executed the above and foregoing instrument of his own free will, as his own free act and deed, for the uses, purposes and benefits therein expressed. /s/ Darren E. Guidry ---------------------------------------- NOTARY PUBLIC -----END PRIVACY-ENHANCED MESSAGE-----