-----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, P5uImbs7u6m6ezJF7mx6npZ0aYuFK6Ij/DKEDJTtzkp6MOWp7agB1QIbMa8oi2BS cXQpju3mfuARDvVB/ztlvA== 0000950134-01-000267.txt : 20010123 0000950134-01-000267.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950134-01-000267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20001228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 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: 1509715 BUSINESS ADDRESS: STREET 1: 11100 MEAD ROAD STE 300 CITY: BATON ROUGE STATE: LA ZIP: 70816 BUSINESS PHONE: 2252922031 MAIL ADDRESS: STREET 1: 11100 MEAD ROAD STE 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 d83093e8-k.txt 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): December 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.)
11100 Mead Road, Suite 300, Baton Rouge, LA --------------------------------------------- 70816 (Address of principal executive offices including zip code) (225) 292-2031 ---------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On December 28, 2000, the Company entered into a loan agreement with NPF Capital, Inc. ("NPF") for a principal sum of up to $11,725,000. At execution, NPF paid $9,000,000 directly to HCA, The Healthcare Company f/k/a Columbia HCA Healthcare Corp ("HCA") for the benefit of the Company. The Company also financed $725,000 of debt issue costs under this agreement, with the remaining unfunded portion of $2,000,000 available for future acquisitions. Simultaneously, Amedisys entered into a Termination Agreement with HCA relating to the note payable ("HCA Note") which resulted from the acquisition of home health agencies from HCA during the latter part of 1998. The HCA Note, which carried a balance (including accrued interest) of $16.6 million at September 30, 2000, was terminated effective October 1, 2000 for a cash payment of $9,000,000 and the execution of a warrant agreement that allows HCA to purchase up to 200,000 shares of Amedisys' Common Stock, subject to certain conditions. As of result of these transactions, the Company has recorded a pre-tax extraordinary gain of $6.5 million in the fourth quarter of 2000. The loan agreement with NPF Capital, Inc. ("NPF Note"), an affiliate of National Century Financial Enterprises, Inc., is for a principal sum not to exceed $11,725,000 at an annual interest rate of 13.95%, adjustable in accordance with the loan agreement. At loan execution, the Company borrowed an amount ("Initial Loan Amount") equal to $9,000,000 which was paid directly to HCA. The Initial Loan Amount is payable over a three year term with interest only payments for the first six months and monthly payments of principal and interest for the remainder of the term. The Company has available an amount not to exceed $2,000,000 ("Supplemental Loan Amount") for the acquisition of businesses, companies and/or their assets. Any Supplemental Loan Amounts received will be payable over a three year term commencing upon receipt of the Supplemental Loan Amount with thirty-six monthly principal and interest payments. The fees charged by NPF relating to the NPF Note totaled $725,000 and are payable in accordance with the payment terms of the Initial Loan Amount. The security for this note consists of all credits, deposits, account, securities or moneys, and all other property rights belonging to or in which the Company has any interest, now or hereafter, as well as every other liability now or hereafter existing of the Company, absolute or contingent, due or to become due. In addition, the net cash proceeds received from the divestiture of the Company's remaining surgery center are payable to NPF. In connection with the execution of the NPF Note discussed above, the Company, on December 29, 2000, entered into a Termination Agreement with HCA effective October 1, 2000. The Termination Agreement related to that certain Credit Agreement dated November 16, 1998 and that certain promissory note dated December 1, 1998 as modified by that certain Loan Modification Agreement dated September 30, 1999. In accordance with the conditions of the Termination Agreement, the Company paid $9,000,000 in cash and entered into a Master Warrant Agreement, dated December 29, 2000, whereas HCA shall be issued warrants to purchase up to 200,000 shares of Company Common Stock, subject to the terms and conditions of the Warrant Agreement, in full satisfaction of all amounts due to HCA, including interest accrued but not paid. In the Master Warrant Agreement, HCA was granted a Warrant Certificate to purchase 50,000 shares of Company Common Stock ("Initial Grant") at an exercise price of $5.00 expiring on December 28, 2005. Subsequent grants are conditional and evaluated at the end of Year 2001, Year 2002, and Year 2003 in accordance with the following: Year 2001 Grant. a) If, on December 28, 2001, the Market Price, (as defined in the Warrant Certificate) of Amedisys common stock is greater than or equal to $10.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2001 Warrant grant. b) If, on December 28, 2001, the Market Price of Amedisys common stock is less than or equal to $5.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2001, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2001, until 5:00 p.m. CST, on December 28, 2006 (the "2001 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price of $5.00. 3 c) If, on December 28, 2001, the Market Price of Amedisys common stock is greater than $5.00 but less than $10.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2001, the right to purchase, at any time during the 2001 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $10.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2001, is $6.00, the Pro Rata Share Amount would be 40,000 as follows: [($10.00 - $6.00) / $5.00] x 50,000 = 40,000 Year 2002 Grant. a) If, on December 28, 2002, the Market Price of Amedisys common stock is greater than or equal to $15.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2002 Warrant grant. b) If, on December 28, 2002, the Market Price of Amedisys common stock is less than or equal to $10.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2002, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2002, until 5:00 p.m. CST, on December 28, 2007 (the "2002 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price equal to the greater of (i) $5.00; and (ii) the Market Price. c) If, on December 28, 2002, the Market Price of Amedisys common stock is greater than $10.00 but less than $15.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2002, a Warrant Certificate evidencing the right to purchase, at any time during the 2002 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $15.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2002, is $13.00, the Pro Rata Share Amount would be 20,000 as follows: [($15.00 - $13.00) / $5.00] x 50,000 = 20,000 Year 2003 Grant. a) If, on December 28, 2003, the Market Price of Amedisys common stock is greater than or equal to $20.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2003 Warrant grant. b) If, on December 28, 2003, the Market Price of Amedisys common stock is less than or equal to $15.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2003, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2003, until 5:00 p.m. CST, on December 28, 2008 (the "2003 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price equal to the greater of (i) $5.00; and (ii) the Market Price. 4 c) If, on December 28, 2003, the Market Price of Amedisys common stock is greater than $15.00 but less than $20.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2003, a Warrant Certificate evidencing the right to purchase, at any time during the 2003 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $20.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2003, is $19.00, the Pro Rata Share Amount would be 10,000 as follows: [($20.00 - $19.00) / $5.00] x 50,000 = 10,000 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable.
(c) Exhibit No. Page ------- ---- 4.1 (i) Master Warrant Agreement by and between Amedisys, Inc. and HCA - The Healthcare Company, including Warrant Certificate and Registration Rights Agreement....A-1 10.1 (i) Termination of Credit Agreement by and between Amedisys, Inc. and HCA - The Healthcare Company...........................................................A-2 10.2 (i) Cognovit Promissory Note between Amedisys, Inc. and Affiliates and NPF Capital, Inc. .....A-3 99.1 (i) Press Release dated January 16, 2001 announcing the pre-payment of the HCA - The Healthcare Company note payable...........................................A-4 (i) Filed herewith.
5 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: January 16, 2001 6 INDEX TO EXHIBITS
Exhibit No. Page - ------- ---- 4.1 (i) Master Warrant Agreement by and between Amedisys, Inc. and HCA - The Healthcare Company, including Warrant Certificate and Registration Rights Agreement..................................A-1 10.1 (i) Termination of Credit Agreement by and between Amedisys, Inc. and HCA - The Healthcare Company...................................A-2 10.2 (i) Cognovit Promissory Note between Amedisys, Inc. and Affiliates and NPF Capital, Inc. ............................................A-3 99.1 (i) Press Release dated January 16, 2001 announcing the pre-payment of the HCA - The Healthcare Company note payable...................A-4 (i) Filed herewith.
EX-4.1 2 d83093ex4-1.txt MASTER WARRANT AGREEMENT 1 EXHIBIT 4.1 MASTER WARRANT AGREEMENT THIS MASTER WARRANT AGREEMENT ("Agreement") dated as of December 29, 2000 is entered into by and between Amedisys, Inc., a Delaware corporation ("Amedisys"), and HCA - The Healthcare Company (formerly known as Columbia/HCA Healthcare Corporation) (hereinafter referred to as "HCA"). WITNESSETH WHEREAS, the parties have entered into that certain Termination of Credit Agreement whereby HCA agreed to relieve the obligations of Amedisys under that certain Credit Agreement, dated as of November 16, 1998, by and between the parties, as amended by that certain Loan Modification Agreement, dated as of September 30, 1999 (the "Credit Agreement"), including Amedisys' obligation under that certain Promissory Note dated December 1, 1998, in which Amedisys promised to pay to order of HCA the principal sum of Fourteen Million Five Thousand Nine Hundred Eighty Three and 27/100 Dollars, plus interest (the "Note"); and WHEREAS, in exchange and consideration for HCA entering into the Termination of Credit Agreement and for HCA relieving the obligations of Amedisys under the Credit Agreement and the Note, Amedisys has agreed to pay Columbia the full sum of Nine Million and no/100 Dollars, cash, and to issue warrants to HCA to purchase Amedisys common stock pursuant to this Agreement; and WHEREAS, Amedisys proposes to issue to HCA warrants (the "Warrants") to purchase up to 200,000 shares (the "Shares"), of Amedisys common stock ("Common Stock"), par value $.001 per share, subject to the terms and conditions contained herein; and NOW, THEREFORE, in consideration of the premises, agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. GRANT. Amedisys hereby agrees to issue stock purchase warrants entitling HCA to purchase, subject to the terms and conditions of Section 5 hereof, up to an aggregate of 200,000 shares of Common Stock. The Warrants will be issued in consideration of the release by HCA of Amedisys' obligations under the Credit Agreement and Note. The number of Warrants issued and underlying Shares purchasable is subject to the terms and conditions provided in Section 5 below. The Warrants will be exercisable by HCA or any other Warrant Holder (as defined below) as to all or any lesser number of shares of Common Stock covered thereby, at an initial Exercise Price of $5.00 per share ("Exercise Price"), subject to adjustment as provided in Section 5 below, for the exercise period(s) defined herein. The term "Warrant Holder" refers to HCA and any transferee or transferees of HCA permitted hereunder. Such term, when used in this Warrant Agreement in reference to or in the context of a person who holds or owns shares of Common Stock issued upon exercise of a Warrant, refers, where appropriate, to such person who holds or owns such shares of Common Stock. 2. WARRANT CERTIFICATES. The warrant certificates to be delivered pursuant to this Agreement (the "Warrant Certificates") shall be in the form set forth in Exhibit A attached hereto and 2 made a part hereof, with such appropriate insertions, omissions, substitutions and other variations as required or permitted by this Agreement. The Warrant Certificates shall be executed on behalf of Amedisys by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or senior financial officer of Amedisys under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of Amedisys. Warrant Certificates shall be dated the date of execution by Amedisys upon issuance, division, exchange, substitution or transfer. 3. EXERCISE OF WARRANT. The Warrants shall be exercisable as set forth in the Warrant Certificate. 4. RESERVED. 5. ADJUSTMENT OF GRANTS AND EXERCISE PRICE. The Exercise Price and the number of Warrants granted are subject to the terms and conditions set forth in this Section 5, and to further adjustment as set forth in the Warrant Certificate. All share number and dollar amounts in this Section 5 shall be subject to appropriate adjustment to reflect any stock split, reclassification, stock dividend or reorganization, in the manner contemplated for adjustments to the Exercise Price and number of Warrant Shares and action contemplated by Section 6(a) of the Warrant Certificate. Specifically, Amedisys will not take any action contemplated by Section 6(a) of the Warrant Certificate without ensuring that the provisions of such Section are satisfied with respect to all unissued Warrants that could potentially be issued under this Agreement. a. Initial Grant. Amedisys hereby grants to HCA a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2000, until 5:00 p.m. CST, on December 28, 2005 (the "Initial Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an exercise price of $5.00 per Share. b. Year 2001 Grant. i. If, on December 28, 2001, the Market Price, (as defined in the Warrant Certificate) of Amedisys common stock is greater than or equal to $10.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2001 Warrant grant. ii. If, on December 28, 2001, the Market Price of Amedisys common stock is less than or equal to $5.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2001, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2001, until 5:00 p.m. CST, on December 28, 2006 (the "2001 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price of $5.00. iii. If, on December 28, 2001, the Market Price of Amedisys common stock is greater than $5.00 but less than $10.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2001, the right to purchase, 3 at any time during the 2001 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $10.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2001, is $6.00, the Pro Rata Share Amount would be 40,000 as follows: [($10.00 - $6.00) / $5.00] x 50,000 = 40,000 c. Year 2002 Grant. i. If, on December 28, 2002, the Market Price of Amedisys common stock is greater than or equal to $15.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2002 Warrant grant. ii. If, on December 28, 2002, the Market Price of Amedisys common stock is less than or equal to $10.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2002, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2002, until 5:00 p.m. CST, on December 28, 2007 (the "2002 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price equal to the greater of (i) $5.00; and (ii) the Market Price. iii. If, on December 28, 2002, the Market Price of Amedisys common stock is greater than $10.00 but less than $15.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2002, a Warrant Certificate evidencing the right to purchase, at any time during the 2002 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $15.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2002, is $13.00, the Pro Rata Share Amount would be 20,000 as follows: [($15.00 - $13.00) / $5.00] x 50,000 = 20,000 d. Year 2003 Grant. i. If, on December 28, 2003, the Market Price of Amedisys common stock is greater than or equal to $20.00, then HCA shall not be entitled to, and Amedisys shall not be obligated for, any year 2003 Warrant grant. 4 ii. If, on December 28, 2003, the Market Price of Amedisys common stock is less than or equal to $15.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2003, a Warrant Certificate evidencing the right to purchase, at any time from December 29, 2003, until 5:00 p.m. CST, on December 28, 2008 (the "2003 Warrant Exercise Term"), up to 50,000 fully-paid and non-assessable Shares at an initial exercise price equal to the greater of (i) $5.00; and (ii) the Market Price. iii. If, on December 28, 2003, the Market Price of Amedisys common stock is greater than $15.00 but less than $20.00, then HCA shall be entitled to, and Amedisys shall grant to HCA, on December 29, 2003, a Warrant Certificate evidencing the right to purchase, at any time during the 2003 Warrant Exercise Term, up to the Pro Rata Share Amount, as defined below, of fully-paid and non-assessable Shares at an initial exercise price equal to the Market Price. The term "Pro Rata Share Amount," as used in this subsection, shall refer to that number calculated by subtracting the Market Price from $20.00, then dividing the total by $5.00, then multiplying the resulting quotient by 50,000. For example, if the Market Price on December 28, 2003, is $19.00, the Pro Rata Share Amount would be 10,000 as follows: [($20.00 - $19.00) / $5.00] x 50,000 = 10,000 6. TRANSFER AND REGISTRATION RIGHTS. a. Transferability of Warrants. HCA agrees that the Warrants are being acquired as an investment and not with a view to distribution thereof and that the Warrants may not be transferred, sold, assigned or hypothecated except in compliance with all applicable securities and other laws. b. Registration Requirement for Sale of Shares. HCA agrees not to make any sale or other disposition of the Shares except pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the "Act"), setting forth the terms of such offering, the underwriting discount and commissions and any other pertinent data with respect thereto, unless HCA has provided Amedisys with an opinion of counsel reasonably acceptable to Amedisys that such registration is not required. Certificates representing the Shares, which are not registered as provided in Section 6, shall bear an appropriate legend for as long as they shall not be freely sold. c. Registration Rights. The holders of the Warrants shall be entitled to the registration rights specified in Exhibit "B" hereto. 7. SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of Amedisys and HCA inure to the benefit of their respective successors and assigns hereunder. 5 8. TERMINATION. This Agreement shall terminate at the close of business on December 28, 2008. Notwithstanding the foregoing, this Agreement will terminate on the date when all Warrants have been exercised and all the Shares issuable upon exercise of the Warrants have been resold to the public. 9. GOVERNING LAW. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the laws of said State. 10. BENEFITS OF THIS AGREEMENT. Except as set forth below, nothing in this Agreement shall be construed to give to any person or corporation other than Amedisys and HCA any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole an exclusive benefit of Amedisys and HCA, provided however that HCA may assign this Agreement and all rights hereunder to another party without the consent of Amedisys. HCA shall provide prior notice to Amedisys of any such assignment. 11. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. HCA - THE HEALTHCARE COMPANY AMEDISYS, INC. By: /s/ GREGG GERKEN By: /s/ JOHN JOFFRION ---------------------------------- ------------------------------- John Joffrion, Sr. VP - Finance Name: Gregg Gerken -------------------------------- Title: Vice President ------------------------------- 6 EXHIBIT A TO MASTER WARRANT AGREEMENT THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED FOR THE PURPOSES OF PUBLIC DISTRIBUTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. AMEDISYS, INC. WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK EXPIRING DECEMBER 28, 2005 No. 101 50,000 Shares BY THIS WARRANT (this "Warrant"), Amedisys, Inc., a Delaware corporation (the "Company"), certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HCA, The Healthcare Company (along with its registered assigns, the "Holder"), is entitled to subscribe for and purchase from the Company, subject to the terms and conditions set forth herein, at any time or from time to time prior to 5:00 p.m. (Central Time) on December 28, 2005 (the "Expiration Date"), 50,000 (subject to adjustment as set forth herein) fully paid and non-assessable shares (the "Shares") of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), at a price equal to the exercise price per share, initially $5.00 (subject to adjustment as set forth herein) per share (the "Exercise Price"). 1. Exercise of Warrant; Company Office. This Warrant may be exercised at any time or from time to time prior to the Expiration Date as to the entire number or any lesser number of whole shares of Common Stock, by the surrender of this Warrant to the Company at its office at 11100 Mead Road, Suite 300, Baton Rouge, Louisiana 70816, or such other place as is designated in writing by the Company pursuant to this Section 1, together with (a) a duly executed election in substantially the form of Exhibit A attached hereto and made a part hereof for all purposes, and (b) a wire transfer or a certified or bank cashier's check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of shares of Common Stock covered by such election. Notwithstanding the foregoing sentence, at any time that the Market Price (as hereinafter defined) is greater than the Exercise Price, the Holder may, at its option, exercise this Warrant at any time or from time to time prior to the Expiration Date as to the entire number or any Exhibit A - Warrant for Purchase of Shares of Common Stock 7 lesser number of whole shares of Common Stock, by the surrender of this Warrant to the Company at the location designated in the foregoing sentence together with a duly executed election in substantially the form of Exhibit A attached hereto and made a part hereof for all purposes and, in return therefor, the Company shall deliver to the Holder that certain number of shares of Common Stock that is determined by dividing (aa) the product of (1) the number of shares of Common Stock covered by such election and (2) the difference between the Market Price at the date of such exercise and the Exercise Price in effect on the day prior to the date of such exercise by (bb) the Market Price at the day prior to the date of such exercise. For so long as this Warrant is outstanding, the Company shall continue to maintain an office in the State of Louisiana where notices, presentations and demands in respect of this Warrant may be made upon it and shall notify the Holder in writing at least 15 days before changing the location of any such office. 2. Stock Ownership; Stock Certificates; Partial Exercise. Upon each exercise of this Warrant, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise as of the close of business on the day this Warrant is exercised, notwithstanding that the stock transfer books of the Company shall then be closed or certificates representing such shares shall not then have been actually delivered to the Holder. As soon as possible after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the shares issuable upon such exercise issued in such denominations as may be specified by Holder and registered in the name of the Holder or, subject to Section 9, such other name or names as shall be designated in the Holder's election to exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares subject to purchase hereunder on the terms and conditions set forth herein (including all changes and adjustments that have occurred hereunder). The Company will, at the time of each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant; provided, however, that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford such rights to such Holder. 3. Company Records; Transfer or Assignment of Warrant; Exchange of Warrant. Any warrants issued in connection herewith or in substitution herefor, upon complete or partial transfer, assignment or exercise (the "Warrants") shall be numbered and shall be registered in the warrant register of the Company (the "Warrant Register") as they are issued. The Company shall treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, except that if the Company consents to a transfer or assignment, said consent not to be unreasonably withheld, the Warrant is properly transferred or assigned and notice of such transfer or assignment is given to the Company, the Company shall treat the transferee or assignee as the owner thereof for all purposes (or, if such transfer or assignment is properly made in blank, the Company shall treat the bearer of this Warrant as the owner thereof for all purposes). The Warrant shall be transferred by the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, 2 Exhibit A - Warrant for Purchase of Shares of Common Stock 8 assignment or authority to transfer. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced if requested by the Company in its reasonable discretion. The Company shall immediately register all assignments and transfers in the Warrant Register and, upon any registration of assignment or transfer, the Company shall deliver a new Warrant or Warrants to the person or entity entitled thereto on the terms and conditions set forth herein (including all changes and adjustments that have occurred hereunder). A Warrant, if properly transferred or assigned, may be exercised by a subsequent Holder without having a new Warrant issued. The Warrants may be exchanged at the option of the Holder thereof for another Warrant, or other Warrants, of different denominations and representing in the aggregate the right to purchase the same number of shares of Common Stock on the terms and conditions set forth herein (including all changes and adjustments that have occurred hereunder) upon surrender to the Company or its duly authorized agent. All provisions of this Section 3 shall be subject to Section 9. 4. Reserved Stock. The Company shall reserve and keep available at all times solely for the purpose of providing for the exercise of this Warrant the maximum number of shares of Common Stock as to which this Warrant may then be exercised. All such shares shall be duly authorized and free of preemptive rights and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable. 5. Certain Adjustments. a. Number of Shares; Exercise Price. The number of shares of Common Stock which the Holder of this Warrant shall be entitled to receive upon each exercise hereof shall be determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 5) be issuable upon such exercise, as designated by the Holder hereof, by a fraction of which (a) the numerator is the initial Exercise Price specified in the first paragraph of this Warrant and (b) the denominator is the Exercise Price in effect on the date of such exercise. The Exercise Price shall be adjusted and readjusted from time to time as provided in this Section 5 and, as so adjusted or readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by this Section 5. b. Stock Dividends, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Warrant who exercises this Warrant after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had this Warrant been exercised immediately prior to such date. Successive adjustments in the Exercise Price shall be made whenever any event specified above shall occur. 3 Exhibit A - Warrant for Purchase of Shares of Common Stock 9 c. Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (i) of shares of any class other than its Common Stock or (ii) of evidences of indebtedness of the Company or any subsidiary or (iii) of other assets, including cash, (excluding dividends or distributions referred to in Section 5(b) above) or (iv) of rights or warrants, in each such case the Exercise Price in effect immediately prior thereto shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be an amount equal to the difference resulting from (1) the number of shares of Common Stock outstanding on such record date multiplied by the Market Price per share of Common Stock on such record date, less (2) the fair market value (as reasonably determined by the Board) of said shares or evidences of indebtedness or assets or rights or warrants to be so distributed, and (ii) the denominator of which shall be equal to the number of shares of Common Stock outstanding on such record date multiplied by the Market Price per share of Common Stock on such record date. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidence of indebtedness, assets, rights or warrants, as the case may be, to the Exercise Price which would then be in effect if such record date had not been fixed. d. Size of Adjustment; Rounding. No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($.01) in such price; provided, however, that any adjustment which is thereby not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a Share, as the case may be. e. Notice. Whenever there shall be an adjustment as provided in this Section 5, the Company shall promptly cause written notice thereof to be sent to the Holder, which notice shall be accompanied by an officer's certificate setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof. However, the failure by the Company to satisfy its obligations under this Section 5e. shall not in any manner affect or alter the rights of the Holder under this Warrant. f. Fractional Shares. The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of Warrants. If any fraction of a share would be issuable upon the exercise of any Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Market Price of such share of Common Stock on the date of exercise of the Warrant. 4 Exhibit A - Warrant for Purchase of Shares of Common Stock 10 g. Market Price. The Market Price at any date shall mean, in the event the Common Stock is publicly traded, the average of the daily closing prices per share of Common Stock for 30 consecutive trading days ending 3 trading days before such date (as adjusted for any stock dividend, other dividend for which an adjustment to the Exercise Price would be required pursuant to any split, stock dividend, combination or reclassification that took effect during such 30 trading day period). The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the closing sale price for such day reported by NASDAQ, if the Common Stock is traded over-the-counter and quoted in the National Market System, or if the Common Stock is so traded, but not so quoted, the average of the closing reported bid and asked prices of the Common Stock as reported by NASDAQ or any comparable system or, if the Common Stock is not listed on NASDAQ or any comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. If the Common Stock is not traded in such manner that the quotations referred to above are available for the period required hereunder, the Market Price per share of Common Stock shall be deemed to be the fair value per share of Common Stock as determined by the Board of Directors of the Company in good faith and irrespective of any accounting treatment. h. Valid Issuance. All shares of Common Stock which may be issued upon the exercise of this Warrant will upon issuance by the Company be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof, and the Company shall take no action which will cause a contrary result (including, without limitation, any action which would cause the Exercise Price to be less than the par value, if any, of the Common Stock). i. Treasury Stock. For the purposes of this Section 5, the sale or other disposition of any Common Stock theretofore held in the Company's treasury shall be deemed to be an issue thereof. 6. Certain Corporate Events or Actions. a. Consolidation, Merger, Etc. In case of any consolidation with or merger of the Company with or into another corporation or other entity (except for a merger or consolidation in which the Company is the continuing corporation other than as a subsidiary of another corporation or other entity), or in case of any sale, lease or conveyance to another corporation or other entity of the assets of the Company as an 5 Exhibit A - Warrant for Purchase of Shares of Common Stock 11 entirety or substantially as an entirety, such successor, purchasing, leasing or receiving corporation or other entity, as the case may be, shall, prior to and as a condition to the occurrence of such event, (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to receive upon exercise of this Warrant the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such consolidation, merger, sale, lease or conveyance by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease or conveyance (provided that, if the holders of shares have the right to make an election with respect to the kind or amount of securities, cash or other property receivable upon consummation of such event, then the kind and amount of securities, cash or other consideration receivable to the Holder upon consummation of such event shall be deemed to be the kind and amount so receivable per share by a plurality of the shares held by holders of such shares making such an election) and (ii) make effective provision in its certificate of incorporation or otherwise, if needed, in order to effect such agreement. Such agreement shall provide for adjustments which shall be equivalent to the adjustments in Section 5 and shall contain provisions equivalent to this Section 6. b. Reclassification, Etc. In case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant or in case of any consolidation or merger of another corporation or other entity with or into the Company in which the Company is the continuing corporation (other than as a subsidiary of another corporation or other entity) and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock, the Holder shall have the right thereafter to receive upon exercise of this Warrant the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of shares of Common Stock into which this Warrant would have been exercisable immediately prior to such reclassification, change, consolidation or merger (provided that, if the holders of shares have the right to make an election with respect to the kind or amount of securities, cash or other property receivable upon consummation of such event, then the kind and amount of securities, cash or other consideration receivable to the Holder upon consummation of such event shall be deemed to be the kind and amount so receivable per share by a plurality of the shares held by holders of such shares making such an election). Thereafter, appropriate provision (as determined by the Board of Directors of the Company in good faith) shall be made for adjustments which shall be equivalent to the adjustments in Section 5. This Section 6(b) shall be applicable to successive reclassifications, changes, consolidations or mergers. 6 Exhibit A - Warrant for Purchase of Shares of Common Stock 12 7. Certain Notices. In case at any time the Company shall propose or have knowledge of any proposal: a. to pay any dividend or make any distribution on shares of Common Stock or to fix a record date for the making of any such dividend or distribution to holders of Common Stock; or b. to take, or fix a record date for, any action that would result in any adjustment to the Exercise Price pursuant to Section 5; or c. to effect any reclassification or change of outstanding shares of Common Stock, or consolidation or merger, or sale, lease or conveyance of property, of the type addressed in Section 6; or d. to effect any voluntary or involuntary liquidation, dissolution or winding-up of the Company; then, and in any one or more of such cases, the Company shall give written notice thereof to the Holder at least 30 days prior to the date on which (i) the books of the Company shall close, or a record date shall be set, for any such action described in Section 7(a) or (b) or (ii) such reclassification, change, consolidation, merger, sale, lease, conveyance, liquidation, dissolution or winding-up shall be effective, as the case may be. 8. Expenses. The Company shall pay all costs, fees, taxes (other than any federal or state income or stock transfer taxes) and expenses payable in connection with the preparation, issuance and delivery from time to time of Warrants and of shares of Common Stock or other securities issued upon the exercise of Warrants. 9. Restrictions on Transfer. The Holder, by its acceptance hereof, represents and warrants that it is acquiring the Warrants and any Common Stock issued upon the exercise of this Warrant for investment purposes, for its own account, and not with an intent to sell or distribute the Warrants or any such Common Stock except in compliance with applicable United States federal and state securities law. Neither this Warrant nor any of the Common Stock issued upon the exercise of this Warrant, nor any interest in either, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities laws and the terms and conditions hereof. The provisions of this Section 9 shall be binding upon all subsequent holders of this Warrant, if any. This Warrant and the shares of Common Stock or other securities issued upon exercise of this Warrant shall be subject to a stop-transfer order and the certificate or certificates evidencing any such shares or securities shall bear the following legend: "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT 7 Exhibit A - Warrant for Purchase of Shares of Common Stock 13 BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND LAWS." 10. Registration of Common Stock; Listing. If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise, the Company will, at its expense and as expeditiously as possible, cause such shares to be duly registered or approved, as the case may be. 11. Availability of Information. The Company will cooperate with each holder of any restricted securities obtained through exercise of this Warrant in supplying such information as may be necessary for such holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any restricted securities or the sale of securities by affiliates. 12. Loss, Theft, Etc. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and upon surrender and cancellation of any Warrant if mutilated, the Company shall execute and deliver to the Holder thereof a new Warrant in the form and substance of the lost, stolen, destroyed or mutilated Warrant (including all changes and adjustments that have occurred hereunder). In the event a bond for security therefor is required, the cost of such bond shall be paid by the Holder. 13. No Rights or Liabilities as a Stockholder. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof any rights to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company, or as imposing any obligation upon such Holder to purchase any securities or as imposing any liability upon such Holder as a stockholder of the Company, whether such obligation or liability is asserted by the Company or by creditors of the Company at law or in equity. 14. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware. 15. Remedies. The Company stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that, to the extent permitted by applicable law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 8 Exhibit A - Warrant for Purchase of Shares of Common Stock 14 16. Notices. All notices and other communications provided for herein shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed (a) if to any Holder of any Warrant, to the address of such Holder as set forth in the Warrant Register or to such other address as such Holder has notified the Company of in writing or (b) if to the Company, to the address set forth in Section 1 or to such other address as the Company has notified such Holder of pursuant to Section 1 and this Section 16; provided, however, that the exercise of any Warrant shall be effective in the manner provided in Section 1. All notices given pursuant to this Warrant shall be deemed to be effective upon receipt thereof by the party to whom such notice is addressed. 17. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. Any provision of this Warrant which shall be 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. To the extent permitted by applicable law, the Company waives any provision of law which shall render any provision hereof prohibited or unenforceable in any respect. The section and paragraph headings used in this Warrant are inserted for convenience only and shall not be used for any interpretive purpose. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary. Dated: December 29, 2000 AMEDISYS, INC. [Corporate Seal] By: /s/ JOHN JOFFRION -------------------------------- John Joffrion, Sr. VP - Finance Attest: /s/ MICHAEL D. LUTGRING - --------------------------------- Secretary 9 Exhibit A - Warrant for Purchase of Shares of Common Stock 15 EXHIBIT A TO WARRANT To: AMEDISYS, INC. 11100 Mead Road, Suite 300 Baton Rouge, LA 70816 ELECTION TO EXERCISE The undersigned hereby exercises his or its rights to subscribe for __________ shares of Common Stock covered by the within Warrant [and tenders payment herewith in the amount of $____________] [and tenders no payment herewith with respect to such shares of Common Stock covered by the within Warrant and thus requests ____ shares of Common Stock (the quotient of (i) ___ shares covered by this exercise multiplied by $____) (the Market Price on the day prior to the date of this exercise minus the Exercise Price), divided by $_____ (the Market Price on the day prior to the date of this exercise)] in accordance with the terms thereof, and requests that certificates for such shares in the following denominations be issued in the name of, and delivered to, the person[s] at the following address[es]: Denominations: (Print Address[es] and Social Security Number[s] or Employer Identification Number[s] as applicable) and, if said number of shares shall not be all the shares covered by the within Warrant, that a new Warrant for the balance remaining of the shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below: Date: , Name: ---------- ---- ----------------------------- (Print) ----------------------------- (Signature) Address: A-1 Exhibit A - Warrant for Purchase of Shares of Common Stock 16 EXHIBIT B to Master Warrant Agreement PROVISIONS REGARDING SHARES TO BE RECEIVED BY WARRANT HOLDERS B.01 Definitions. The following terms, as used in this Exhibit B, have the following meanings: "REGISTRATION EXPENSES" means all expenses incident to the Company's performance of or compliance with Exhibit B, including, without limitation, all registration and filing fees, messenger and delivery expenses incurred by the Company, internal expenses incurred by the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), all expenses relating to the preparation, printing, distribution and reproduction of the registration statement and the prospectus, the fees and expenses incurred in connection with the listing of the Shares on any securities exchange, and fees and disbursements of counsel for the Company and of its independent public accountants; provided, however, that the fees and disbursements of counsel for the Warrant holders who are selling Shares pursuant to the Resale Registration Statement shall not be considered "Registration Expenses." "REGISTRATION INDEMNIFIED PARTY" means any Person asserting a claim for indemnification under Section B.05. "REGISTRATION INDEMNIFYING PARTY" means any Person against whom a claim for indemnification is asserted under Section B.05. "RESALE REGISTRATION STATEMENT" has the meaning set forth in Section B.03(a). "RESTRICTED STOCK" means all Shares issuable upon exercise of the Warrants, all shares of Company Common Stock evidenced by certificates delivered upon reissue or transfer of Shares (other than certificates representing shares sold pursuant to the Resale Registration Statement or shares sold or disposed of in accordance with the terms of this Agreement which may, in the opinion of counsel for the Company, after such sale or disposition be transferred by the transferee thereof without registration under the Securities Act) and all shares of Company Common Stock evidenced by certificates delivered in connection with stock dividends and stock splits attributable to Shares. B.02 Plan of Distribution. In order to provide liquidity to holders of Warrants receiving Shares in connection with the exercise of the Warrants, the Company has agreed to file the Resale Registration Statement. Such holders acknowledge that the Company will be required in the Resale Registration Statement to provide a description of the methods and plans by which such holders may distribute and resell the Shares acquired pursuant to this Agreement. Accordingly, such holders have advised the Company, acknowledging that the Company will rely thereon in preparation of the Resale Registration Statement, that the Shares may be sold by or on behalf of such holders through or to brokers or dealers, or directly to investors pursuant to the prospectus contained in the Resale 17 Registration Statement (or another prospectus contained in and forming a part of an effective registration statement under the Securities Act) or in transactions that are exempt from the requirements of registration under the Securities Act, at a fixed price or prices, which may be changed from time to time, at market prices prevailing at the time of such sale, at prices related to such market prices or at negotiated prices, and in connection therewith distributors' or sellers' commissions may be paid or allowed. Brokers or dealers may act as agents for such holders, or may purchase shares from such holders as principal and thereafter resell such shares from time to time in or through transactions or distributions (which may involve crosses and block transactions) on national or foreign stock exchanges where trading privileges are available, in the over-the-counter market, in private transactions or in some combination of the foregoing. B.03 Registration Procedures. The Company will, subject to the provisions of this Section B.03, use all reasonable efforts to effect the registration and the sale of all Shares by Warrant holders under the Resale Registration Statement in accordance with the intended method of disposition thereof described in Section B.02. In connection therewith, the Company will: (a) prepare and file with the SEC within a reasonable time subsequent to receiving written request from any Warrant Holder, (the "Required Filing Date"), one or more "shelf" registration statements on Form S-3 (or other appropriate form) pursuant to Rule 415 under the Securities Act providing for the resale from time to time of all Shares by the holders thereon in accordance with the intended method of distribution thereof described in Section B.02 (the "Resale Registration Statement"), and shall use its reasonable efforts to cause such registration statement to become effective as soon as practicable, and in any event prior to the Warrants becoming exercisable; (b) prepare and file with the SEC such amendments and supplements to such Resale Registration Statement and the prospectus contained therein as may be necessary to keep such Resale Registration Statement effective for a period ending on the first anniversary of the date on which the last series of Warrants issued under the Master Warrant Agreement become exercisable or such shorter period as shall terminate when all Shares that may be issued under the Master Warrant Agreement have been sold; (c) as soon as reasonably practicable, furnish to each holder of Warrants or Shares ("Holder"), prior to filing the Resale Registration Statement, copies of such registration statement as proposed to be filed, and thereafter furnish to such Holder such number of copies of such Resale Registration Statement, each amendment and supplement thereto (in each case, if specified by such Holder, including all exhibits thereto), the prospectus included in such Resale Registration Statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of Shares owned by such Holder; (d) promptly notify the Holders at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the period that the Company is required to keep the Resale Registration Statement effective of the happening of any event as a result of which the prospectus included in such Resale Registration Statement (as then in effect) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading, and the Company will promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material 18 fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading; (e) promptly notify each Holder of any stop order issued by the SEC and take all reasonable actions to obtain the removal of any such stop order; and (f) use its reasonable efforts to cause all such Shares to be listed on the principal stock exchange or trading system on which the Shares are then listed or admitted for trading. B.04 Registration Expenses. All Registration Expenses will be borne by the Company. Any broker's fee, underwriting discount and commission applicable to the sale of Shares shall be borne by the Holder of the Shares to which such broker's fee, discount or commission relates, and each Holder shall be responsible for all fees and expenses incurred by such Holder in connection with any registration under this Exhibit B other than Registration Expenses. B.05 Indemnification. (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder who has sold Shares pursuant to the Resale Registration Statement and, if applicable, its officers, directors and agents and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and defense) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or the final prospectus contained therein relating to the Shares or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf expressly for use therein. (b) Indemnification by the Holders. Each Holder agrees to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and defense) arising out of or based upon any untrue statement or alleged untrue statement of a material fact by such Holder contained in the Resale Registration Statement or the prospectus contained therein and relating to the Shares or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission by such Holder to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder or on such Holder's behalf expressly for use therein. (c) Conduct of Indemnification Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against any Registration Indemnified Party in respect of which indemnity may be sought from a 19 Registration Indemnifying Party, the Registration Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Registration Indemnified Party, and shall assume the payment of all expenses. Such Registration Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Registration Indemnified Party unless (i) the Registration Indemnifying Party has agreed to pay such fees and expenses, or (ii) the Registration Indemnifying Party shall have failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to such Registration Indemnified Party or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Registration Indemnified Party and such Registration Indemnifying Party, and such Registration Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Registration Indemnified Party which are different from or additional to those available to the Registration Indemnifying Party (in which case if such Registration Indemnified Party notifies the Registration Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Registration Indemnifying Party, the Registration Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Registration Indemnified Party, it being understood, however, that the Registration Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such Registration Indemnified Party, which firm shall be designated in writing by such Registration Indemnified Party). The Registration Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent, not to be unreasonably withheld, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action or proceeding, the Registration Indemnifying Party agrees to indemnify and hold harmless such Registration Indemnified Party from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. EX-10.1 3 d83093ex10-1.txt TERMINATION OF CREDIT AGREEMENT 1 EXHIBIT 10.1 TERMINATION OF CREDIT AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into on this 29th day of December, 2000, and made effective as of the 1st day of October, 2000, by and between: AMEDISYS, INC. ("Amedisys"), a corporation organized and existing under the laws of the State of Delaware, whose address for purposes of this Agreement is 11100 Mead Road, Suite 300, Baton Rouge, LA 70816, appearing and acting herein by and through its [duly authorized officer**]; and HCA - THE HEALTHCARE COMPANY ("HCA"), formerly known as Columbia/HCA Healthcare Corporation, a corporation organized and existing under the laws of the State of Delaware, whose address for purposes of this Agreement is One Park Plaza, Nashville, Tennessee 37203, appearing and acting herein by and through its undersigned duly authorized representative. RECITALS WHEREAS, Amedisys and HCA are parties to that certain Asset Purchase Agreement dated November 2, 1998 (the "Asset Purchase Agreement"), pursuant to which Amedisys purchased certain assets of certain affiliates of HCA; WHEREAS, Amedisys and HCA are parties to that certain Credit Agreement, a copy of which is attached hereto as Exhibit "A," dated November 16, 1998 (the "Credit Agreement"), pursuant to which HCA agreed to accept a promissory note as payment of a portion of the purchase price under the Asset Purchase Agreement; WHEREAS, pursuant to that certain promissory note, a copy of which is attached hereto as Exhibit "B," dated December 1, 1998 (the "Note"), Amedisys promised to pay to the order of HCA the principal sum of Fourteen Million Five Thousand Nine Hundred Eighty Three and 27/100 Dollars, plus interest, on the dates, at the rates per annum, and in the amounts provided in the Credit Agreement; WHEREAS, Amedisys and HCA are parties to that certain Loan Modification Agreement, a copy of which is attached hereto as Exhibit "C," dated September 30, 1999 (the "Loan Modification Agreement"), pursuant to which Amedisys agreed to make to HCA certain payments that were misdirected to Amedisys, and HCA agreed to amend certain provisions of the Credit Agreement; and WHEREAS, HCA is willing to terminate the Credit Agreement, and Loan Modification Agreement, and to relieve Amedisys' obligations under the Note in exchange for a cash payment from Amedisys and the issuance of warrants to purchase Amedisys common stock, as set forth in that certain Master Warrant Agreement entered into by Amedisys and HCA, a copy of which is attached hereto as Exhibit "D," dated December 29th, 2000 ("Master Warrant Agreement"). NOW, THEREFORE, for and in consideration of the premises and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby forever acknowledged and confessed, the parties agree as follows: 1. Incorporation of Recitals. The recitals stated above shall be incorporated herein as if fully stated. ** As corrected by hand. Original text read "Chief Executive Officer". 2 2. Defined Terms. Unless otherwise defined herein, all terms used herein that are defined in the Credit Agreement shall have the same meaning herein as therein defined. 3. Termination of Agreements. The parties agree that as of the effective date hereof, and subject to the satisfaction of the mutual obligations of the parties contained herein, the Credit Agreement and the Loan Modification Agreement shall be terminated, and the obligations of the parties thereunder shall immediately cease, provided however, that the complete and general release of HCA and its affiliates under Section 2.3 of the Loan Modification Agreement by Amedisys shall remain in full force and effect. 4. Consideration to HCA. In consideration of HCA entering into this Agreement and in full satisfaction of Amedisys' obligations under the Credit Agreement, Loan Modification Agreement and the Note: a. Cash Payment. Amedisys shall pay to HCA Nine Million and no/100 ($9,000,000.00) Dollars, in immediately available funds to an account designated by HCA upon execution of this Agreement; and b. Master Warrant Agreement. Amedisys and HCA shall enter into the Master Warrant Agreement pursuant to which HCA shall be issued warrants to purchase up to 200,000 shares of Amedisys, Inc. common stock, subject to the terms and conditions therein set forth. 5. Consideration to Amedisys. In consideration of Amedisys entering into this Agreement and in full satisfaction of HCA's obligations under the Credit Agreement, Loan Modification Agreement and the Note, HCA shall cancel, as of the effective date hereof, the Note, and Amedisys shall have no further obligations whatsoever, including, without limitation, any obligation of payment of principal debt or interest, whether or not accrued, thereunder. HCA does hereby warrant that it has not sold, assigned, transferred, pledged, hypothecated or otherwise encumbered the Note, and that HCA shall indemnify and hold Amedisys harmless for any such sale, assignment, transfer, pledge, hypothecation or other encumbrance of the Note, and for any presentation by a third party to Amedisys for payment pursuant to the Note related to any such sale, assignment, transfer, pledge, hypothecation or other encumbrance. 6. Release of Collateral. HCA will immediately take whatever steps necessary to release in full any liens or encumbrances held in its favor regarding the Collateral, including the filing of UCC-3 statements or the filing of other documents necessary to effectuate said release. 7. Delivery of Stock Certificates. HCA acknowledges that certain stock certificates representing stock holding of Amedisys were pledged and delivered to HCA in connection with the Credit Agreement and Loan Modification Agreement. HCA agrees to deliver possession of such certificates to Amedisys at the time of execution of this Agreement. 8. Complete and General Release. In consideration of the terms and conditions set forth Page 2 TERMINATION AGREEMENT 3 herein, effective as of the date hereof, the parties hereto agree as follows: a. Amedisys hereby presently, generally, fully, finally, and forever, releases, acquits, and discharges HCA and its affiliates, past and present, from any and all theories of recovery of whatsoever nature, whether known or now unknown, or recognized by the law of any jurisdiction, including, but no limited to, actions, causes of action, demands, liabilities, suits and judgments, whether arising in equity or under the common law or any contract or any statute, and from any and all elements of relief or recovery of whatsoever nature, whether known or now unknown, recognized by the law of any jurisdiction, including, but not limited to, actual damages of every description, such as economic loss, any other item of loss or injury, statutory or any other type of damages whatsoever, attorney's fees, prejudgment or post judgment or other interest, equitable relief, and lost income, directly or indirectly arising from or in connection with the Asset Purchase Agreement, the Credit Agreement and the Loan Modification Agreement and the transactions and agreements contemplated therein or related thereto, including, but not limited to, claims arising from representations and warranties in the Asset Purchase Agreement, and the loaning of funds under the Credit Agreement, as amended by the Loan Modification Agreement. Notwithstanding the foregoing, this release does not apply to the obligations of HCA under this Agreement or to any action, cause of action, demand, liability, suit or judgment brought by a third party against Amedisys that is based in whole or in part upon the acts or omissions of HCA or its affiliates. b. HCA hereby presently, generally, fully, finally, and forever, releases, acquits and discharges Amedisys and its affiliates, past and present, from any and all theories of recovery of whatsoever nature, whether known or now unknown, or recognized by the law of any jurisdiction, including, but not limited to, actions, causes of action, demands, liabilities, suits, and judgments, whether arising in equity or under the common law or any contract or any statute, and from any and all elements of relief or recovery of whatsoever nature, whether known or now unknown, recognized by the law of any jurisdiction, including, but not limited to, actual damages of every description, such as economic loss, any other item of loss or injury, statutory or any other type of damages whatsoever, attorney's fees, prejudgment or post judgment or other interest, equitable relief, and lost income, directly or indirectly arising from or in connection with the Asset Purchase Agreement and the transactions and agreements contemplated therein or related thereto, including, but not limited to, claims arising from representations and warranties in the Asset Purchase Agreement and claims related to the payment of the loan under the Credit Agreement, as amended by the Loan Modification Agreement. Notwithstanding the foregoing, this release does not apply to any action, cause of action, demand, liability, suit or judgment brought by a third party against HCA that is based in whole or in part upon the acts or omissions of Amedisys or its affiliates, does not apply to the obligations of Amedisys under the terms of this Agreement or the Master Warrant Agreement and does not apply to the obligation of Amedisys to forward all Excluded Assets (as defined in the Asset Purchase Agreement) to HCA, such Excluded Assets include all misdirected Medicare payments. Page 3 TERMINATION AGREEMENT 4 9. Authority of HCA. HCA has the right, power, legal capacity and authority to enter into and perform HCA's obligations under this Agreement and, no approval or consent of any person or entity other than HCA is necessary in connection with the execution, delivery, or performance of this Agreement by HCA. This Agreement constitutes a legal and binding obligation of HCA, and is valid and enforceable against HCA in accordance with its terms. 10. Authority of Amedisys. Amedisys has the right, power, legal capacity and authority to enter into and perform Amedisys' obligations under this Agreement and, no approval or consent of any person or entity other than Amedisys is necessary in connection with the execution, delivery, or performance of this Agreement by Amedisys. This Agreement constitutes a legal and binding obligation of Amedisys, and is valid and enforceable against Amedisys in accordance with its terms. 11. Miscellaneous. a. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original document and all of which shall constitute one instrument. b. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. c. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. d. Notices. All notices and other communications provided for herein shall be given or made in writing by facsimile, courier, or U.S. Mail and faxed, mailed or delivered to the intended recipient at the address stated above. e. Null and Void. This Agreement shall be null and void if HCA does not receive the funds described in Section 4a. hereof by 5:00 p.m. CST on December 29, 2000, unless other provisions for the delivery of said funds are expressly agreed to by HCA. f. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersede all prior agreements and understanding, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written and effective as of the 1st day of October, 2000. HCA - THE HEALTHCARE COMPANY AMEDISYS, INC. By: /s/ GREGG GERKEN By: /s/ JOHN JOFFRION ---------------------------------- ------------------------------- John Joffrion, Sr. VP - Finance Name: Gregg Gerken -------------------------------- Title: Vice President ------------------------------- Page 4 TERMINATION AGREEMENT EX-10.2 4 d83093ex10-2.txt GOGNOVIT PROMISSORY NOTE 1 EXHIBIT 10.2 COGNOVIT PROMISSORY NOTE City of Dublin State of Ohio December 28, 2000 1. PROMISE TO PAY. For value received, AMEDISYS, INC., a Delaware corporation, (the "Parent") and those subsidiaries of the Parent listed on Schedule 1 attached hereto (the "Affiliates") (the "Parent" and the "Affiliates" shall be referred to hereinafter collectively as the "BORROWER"), jointly and severally promise to pay to NPF CAPITAL, INC., an Ohio corporation (hereinafter the "LENDER"), or order, the principal sum not to exceed ELEVEN MILLION SEVEN HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($11,725,000) together with interest at the rate set forth below on the unpaid interest and principal balance from the date hereof, with such balance due and payable in monthly installments pursuant to the terms and conditions hereof. This Note (the "Note") shall be subject in all respects to the terms of the Loan and Security Agreement dated as of even date herewith (the "Loan Agreement"), whereby the BORROWER has granted to the LENDER a perfected security interest in the BORROWER'S right, title and interest in, to and under that certain Collateral more specifically defined in the Loan Agreement. Capitalized terms not defined herein shall have the meanings as defined in the Loan Agreement. 2. INITIAL LOAN AMOUNT. Subject to Section 12 herein, the LENDER agrees to lend to the BORROWER an amount not to exceed Nine Million and 00/100 Dollars ($9,000,000) (the "Initial Loan Amount"). The LENDER shall pay the Initial Loan Amount directly to HCA, the Healthcare Company fka Columbia HCA Healthcare Corp. ("Columbia") on behalf of the BORROWER to satisfy the BORROWER'S obligation to Columbia under (i) that certain Asset Purchase Agreement dated as of November 2, 1998; (ii) that certain Credit Agreement dated as of November 16, 1998; (iii) that certain Promissory Note dated as of December 1, 1998; and (iv) that certain Loan Modification Agreement dated as of September 30, 1999 (collectively the "Purchase Agreement") by and between Columbia and the BORROWER whereby the BORROWER purchased from Columbia certain assets pursuant to the terms therein. 3. SUPPLEMENTAL LOAN AMOUNT. Subject to Section 12 herein, the LENDER agrees to lend to the BORROWER an amount not to exceed Two Million and 00/100 Dollars ($2,000,000) or such lesser portion thereof as may have been disbursed from time to time by the LENDER to, or for the benefit of the BORROWER, and remaining unpaid pursuant to the books and records of the LENDER or its affiliates, together with interest on the unpaid balance of principal advanced from the date(s) of disbursement until paid in full as set forth below (the "Supplemental Loan Amount"). The Supplemental Loan Amount shall be used by the BORROWER solely for the acquisition of businesses, companies and/or their assets. The initial disbursement of the Supplemental Loan Amount shall be made by the LENDER to the BORROWER only after the LENDER receives (i) satisfactory verification of the value of the Collateral pledged under the Loan Agreement and (ii) the comprehensive business valuation from the BORROWER. Subsequent requests for disbursements related to the Supplemental Loan Amount shall be made by the BORROWER to the LENDER five (5) business days prior to 2 the disbursement. In no event shall disbursements be made if an event of default exists under any agreement of any nature whatsoever, whether currently existing or hereafter arising, between the BORROWER and/or any of its affiliates and the LENDER and/or any of its affiliates. 4. TERM. The term of this Note shall be three (3) years for the Initial Loan Amount (the "Initial Loan Amount Term") and three (3) years from the initial disbursement of the Supplemental Loan Amount (the "Supplemental Loan Amount Term"). The Initial Loan Amount Term and the Supplemental Loan Amount Term may be referred to herein collectively as the "Term." 5. INTEREST. The interest rate shall be THIRTEEN AND NINETY-FIVE ONE HUNDREDTHS PERCENT (13.95%) per annum ("Interest"). In the event that (i) the LENDER is in receipt of complete financial statements for the BORROWER for the periods through the first quarter of 2001; (ii) there exits no event of default under any agreement of any nature whatsoever, whether currently existing or hereafter arising, between the BORROWER, and/or any of its affiliates, and the LENDER, and/or any of its affiliates; (iii) the BORROWER has sold its interest in Hammond Surgical Care Center, L.C. dba St. Luke's SurgiCenter; and (iv) the BORROWER has generated consecutive quarterly net profits as reported in its required SEC filings for the fourth quarter of 2000 and the first quarter of 2001, the LENDER will re-evaluate the Interest on this Note on or before May 31, 2001. At that time the LENDER may adjust the Interest to be the Prime Rate ("Prime Rate" shall mean the interest rate identified as Bank One, N.A.'s prime lending rate as published from time to time in The Wall Street Journal) plus three and one half percent (3.5%). Interest on this Note shall be computed on the basis of a 360-day year and actual days elapsed. Interest only payments shall be made with respect to the Initial Loan Amount for six months pursuant to Section 7 herein. Interest and principal on this Note related to the Initial Loan Amount shall be amortized over a thirty (30) month period, with such thirty month amortization period being the final thirty months of the Initial Loan Amount Term. Interest and principal on the Supplemental Loan Amount shall be amortized over the Supplemental Loan Amount Term. 6. VALUATION OF ASSETS. The BORROWER and the LENDER agree that Valuation Counselors ("Valuation Counselors") will perform an appraisal of the BORROWER'S assets (the "Appraisal"). The Appraisal shall consist of (i) a valuation of the fixed assets (the "Fixed Asset Appraisal") and (ii) a valuation of the enterprise value (the "Enterprise Value Appraisal"). The advance rate by the LENDER to the BORROWER shall be an amount equal to the sum of (i) the product of (a) 80% multiplied by (b) the Fixed Asset Appraisal plus (ii) the product of (a) 50% multiplied by (b) the Enterprise Value Appraisal (the "Targeted Advance Rate"). In the event that (i) the Appraisal is received after the Initial Loan Amount is made by the LENDER to the BORROWER and (ii) the Targeted Advance Rate is for an amount that is less than the Initial Loan Amount, the BORROWER shall pay an adjusted rate of Interest equal to Sixteen and Ninety-Five One Hundredths Percent (16.95%) (the "Adjusted Rate") on the amount equal to (i) the Initial Loan Amount minus (ii) the Targeted Advance Rate. In the event that the Initial Loan Amount exceeds the Targeted Advance Rate by an amount that is less than or equal to Two Million Dollars ($2,000,000), the Adjusted Rate shall be charged on the entire difference between the Initial Loan Amount and the Targeted Advance Rate. In the event that the Initial Loan Amount exceeds the Targeted Advance Rate by an amount that is greater than Two Million Dollars ($2,000,000), the 3 Adjusted Rate shall be charged on that portion of the difference between the Initial Loan Amount and the Targeted Advance Rate which is equal to Two Million Dollars ($2,000,000). 7. INITIAL LOAN AMOUNT INSTALLMENTS. Interest only payments shall be payable in equal amounts on the last day of each month for the first six months of the Initial Loan Amount Term commencing January 31, 2001 and continuing thereafter until June 30, 2001. Principal and interest payments shall be payable in equal amounts of $386,781.36 for the final thirty months of the Initial Loan Amount Term commencing July 31, 2001 and continuing thereafter until such time as all amounts due hereunder have been paid in full. 8. SUPPLEMENTAL LOAN AMOUNT INSTALLMENTS. Principal and interest payments shall be payable monthly in equal amounts that will be based on the actual amount of outstanding disbursements. Such principal and interest payments shall be made during the Supplemental Loan Amount Term with all amounts due hereunder being paid in full by the last day of the Supplemental Loan Amount Term. 9. PROCEEDS OF SALE. In the event that the Amedisys Surgery Centers, L.C. sells its interest in Hammond Surgical Care Center, L.C. dba St. Luke's SurgiCenter, all net cash proceeds (i.e., the gross cash proceeds less all legal fees, accounting fees, appraisal costs, and the like) shall be paid by the BORROWER to the LENDER to reduce the outstanding principal balance hereunder. 10. PAYMENT. The BORROWER shall pay the LENDER, in lawful money of the United States of America, at 6125 Memorial Drive, Dublin, Ohio 43017, Attention: Lance K. Poulsen or at such other place as the LENDER may designate in writing. 11. SECURITY FOR PAYMENTS. All credits, deposits, account, securities or moneys of any signer, endorser or guarantor hereof and all other property or rights belonging to or in which the BORROWER, any signer, endorser or guarantor hereof has any interest, now or hereafter pledged or hypothecated to the LENDER or in the possession or control of the LENDER (the Collateral) shall be held by the LENDER as security for the payment of this Note, and of every other liability now or hereafter existing of the BORROWER, absolute or contingent, due or to become due, and in whatsoever manner acquired by or accruing to the LENDER ("Obligations"). The LENDER shall have the right to setoff any such Collateral at any time without prior notice the BORROWER. 12. FEES TO CLOSE. Fees to close in the amount of Seven Hundred Twenty-Five Thousand and 00/100 Dollars ($725,000) in the aggregate (the "Fees) shall be due and owing by the BORROWER to the LENDER on the date hereof. The Fees shall consist of a debt restructuring fee of $600,000 and a commitment fee of $125,000. The BORROWER shall pay the Fees to the LENDER pursuant to Section 7 above. 13. CONDITIONS PRECEDENT. The BORROWER shall provide all items that are outstanding and owed to the LENDER by the BORROWER pursuant to any other agreement between the BORROWER and/or any of its affiliates and the LENDER and/or any of its 4 affiliates, including but not limited to, the release of the liens referenced on Schedule 2 attached hereto and the delivery of the legal opinions referenced on Schedule 2 attached hereto in connection with those certain Sale and Subservicing Agreements dated as of December 10, 1998 (collectively the "Sale Agreement") by and between the Seller, NPF VI, Inc., an Ohio corporation, and National Premier Financial Enterprises, Inc., an Ohio corporation. The Seller shall execute amendments to the Sale Agreement whereby the Termination Date thereunder shall be amended to be a date no earlier than the date on which all amounts due hereunder are paid in full. 14. TERMINATION OF SALE AGREEMENT. In the event that any Sale Agreement is terminated, all amounts due hereunder immediately shall become due and payable and shall be paid on the date of such termination of the Sale Agreement unless otherwise agreed to in writing by the LENDER. 15. PURPOSE. The BORROWER acknowledges that this Note evidences a loan made primarily for business or commercial purposes and not primarily for personal, family or household purposes. 16. PREPAYMENT. The BORROWER may prepay the interest and principal balance outstanding in whole or in part at any time and without penalty. Any partial prepayment shall be applied firstly in reduction of interest outstanding, if any, and secondly in reduction of the principal balance of this Note. Any prepayment that is applied to outstanding principal will first be applied toward that portion of the principal carrying the then highest interest rate of all of the outstanding principal balances. At the time of any prepayment, the BORROWER has the option of requesting that the Term of this Note be shortened or that the outstanding balance be re-amortized over the months remaining in the Term so that the monthly payment due by the BORROWER is reduced. 17. LATE CHARGE. The LENDER shall have the right to charge interest on the amount of any payment not paid as provided in the Note at the rate of fifteen percent (15%) or at the same rate as applicable to the principal sum, whichever is higher. This late charge will be assessed on each payment not received within five (5) calendar days of its due date, including all regular installments. 18. ACKNOWLEDGMENT. The BORROWER acknowledges (i) that the BORROWER has entered into the Loan Agreement, whereby the BORROWER has granted to the LENDER a perfected security interest in the BORROWER'S right, title and interest in, to and under that certain Collateral more specifically defined in the Loan Agreement and (ii) that the Parent, Amedisys Specialized Medical Services, Inc., Amedisys Surgery Centers, L.C. and Amedisys Alternate-Site Infusion Therapy Services, Inc. (individually and collectively the "Pledgor") have entered into that certain Pledge Agreement dated as of even date herewith memorializing the pledge of such stock by the Pledgor. The BORROWER further acknowledges that the Loan Agreement and the Pledge Agreement contain the following due on sale provision: LENDER, may, at its option, declare immediately due and payable all sums under the Note and may, at its option, enforce its rights under the Pledge Agreement and the Loan 5 Agreement upon the sale or transfer, without the LENDER'S prior written consent, of all or any part of the Collateral or any interest in the Collateral. A "sale or transfer" means the conveyance of any right, title or interest therein; whether legal, beneficial or equitable; whether voluntary, involuntary or by operation of law; whether by outright sale, installment sale contract, assignment, or transfer of any beneficial interest therein, or by any other method of conveyance of property interest. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions. 19. DEFAULT. (a) The following shall constitute an Event of Default ("Event of Default") hereunder: (i) Failure by the BORROWER in the payment when due of the interest and/or principal hereunder. (ii) Any default in the performance of any Obligation to the LENDER by the BORROWER, any endorser or other guarantor hereunder or under the Loan Agreement, and/or the Pledge Agreement, including, but not necessarily limited to, breach of any covenant, Obligation, agreement, representation or warranty contained herein, in the Loan Agreement and/or Pledge Agreement. (iii) Any default by the BORROWER to perform or observe any Obligation, covenant, agreement, representation or warranty contained herein that is not cured within ten (10) days following receipt of written notice thereof. (iv) Dissolution or insolvency of, appointment of a receiver of any of the property of, assignment for the benefit of creditors by, commencement of any proceedings under any bankruptcy or insolvency, including but not limited to the filing of a Chapter 7 or Chapter 11 petition under the Bankruptcy Code laws, by or against the BORROWER, any endorser or other guarantor thereof or attachment, garnishment or creation of a lien against or security interest in any of the Collateral pledged by the BORROWER under the Loan Agreementor in any of the Collateral pledged by the BORROWER under the Pledge Agreement, except as in existence as of the date of this Note. (v) The material default of the BORROWER and/or any of its affiliates under any agreements and/or instruments with the LENDER and/or any of its affiliates. (vi) The failure of the BORROWER to furnish satisfactory Collateral or additional Collateral, as the case may be, as the LENDER, in its sole discretion, may require. 6 (vii) The failure of the BORROWER to pay when due any premium on any policy of life or other insurance pledged hereunder, or held in connection with any Collateral. (viii) The LENDER deeming itself insecure as a result of an impairment of the BORROWER'S ability to be reimbursed for home health care services provided or to deliver home health care services such that the LENDER in good faith believes that the prospect of payment or performance within terms deemed acceptable to the LENDER is impaired. (ix) The failure of the BORROWER to either furnish the LENDER within thirty (30) days after written request by the LENDER, current financial statements, including income tax returns, in form satisfactory to the LENDER or to permit inspection of any of the BORROWER'S books or records. (x) Any representation, warranty, statement, report, or application made, or furnished, by the BORROWER proving to have been false, erroneous or misleading, in any material respect at the time of the making thereof. (xi) The issuance of any tax levy or lien against the BORROWER or the BORROWER'S failure to pay, withhold, collect, or remit any tax when assessed or due. (xii) The sale or transfer of Collateral out of the BORROWER'S ordinary course of business without the LENDER'S prior written consent. (xiii) A bulk sale of the BORROWER'S assets. (xiv) The suspension or liquidation of the BORROWER'S business. (xv) The existence of a consolidated net loss for any quarter, other than the quarter ending December 31, 2000, during the Initial Loan Amount Term and/or the Supplemental Loan Amount Term. (xvi) Failure by the BORROWER to fulfill all conditions precedent referenced in Section 12 above on or before January 31, 2001; provided that, the LENDER loans the Initial Loan Amount to the BORROWER prior to the delivery and/or completion of the conditions precedent referenced in Section 12 above. 7 (b) In the event of a default hereunder, any unpaid balance shall bear interest at the rate of FIFTEEN PERCENT (15%) or at the same rate as applicable to the principal sum, whichever is higher, per annum from the time of default, transfer or expiration, until this Note has been paid in full. (c) In the event of a default hereunder or under any other agreement between the BORROWER and/or any of its affiliates and the LENDER and/or any of its affiliates, the BORROWER shall be prohibited from acquiring all or part of the assets or stock of another entity. 20. REMEDIES. The LENDER shall have the following remedies: (a) Upon the occurrence of an Event of Default hereunder and at the option of the LENDER and without notice, the entire unpaid balance shall become immediately due and payable and the LENDER may exercise such additional remedies as are set forth in the Loan Agreement. (b) When any Obligation becomes due, whether by acceleration or otherwise, and at any time thereafter, the LENDER shall have all of the remedies provided in the security documents including the remedies or a secured party under the Uniform Commercial Code. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the LENDER will give the BORROWER reasonable notice of the time and place of any public sale therefor or of the time after which any private sale or other intended disposition is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the last known address of the BORROWER at least ten (10) days before the time of the sale or disposition. (c) When any Obligation becomes due, whether by acceleration or otherwise, and at any time thereafter, the LENDER is empowered to collect, sell, assign, transfer, set over and deliver the whole or any part of any Collateral through any stock exchange, broker or agent or at any public or private sale, either for cash or credit or for future delivery, without assumption of credit risk, and at any such sale the LENDER may become the purchaser of any part of the Collateral discharged from right of redemption. Upon any such sale, after deducting all costs and expenses of every kind related to retaking, storing and selling the Collateral, the residue of the proceeds thereof may be applied as the LENDER may determine toward the payment of any or all of the storing and selling the Collateral, the residue of the proceeds thereof may be applied as the LENDER may determine toward the payment of any or all of the Obligations, whether due or not, returning the overage, if any, to the BORROWER and the BORROWER shall be and remain liable to the LENDER for every and any deficiency after application of such proceeds. (d) Right is expressly granted to the LENDER at its option to transfer at any time to itself or to its nominee any securities pledged hereunder, to receive and retain the income thereon, all splits, substitutions and divisions, and hold the same as security herefore, or 8 apply it on the principal or interest which has become due on any Obligation, whether by acceleration or otherwise, and, in the case of voting shares or interests pledged to vote the same when the LENDER deems the exercise of such power necessary to maintain or protect such Collateral. (e) When any such Obligation becomes due, whether by acceleration or otherwise, and at an time thereafter, the LENDER may, at its option, demand, sue for, collect, or make any compromise or settlement it deems desirable with reference to the Collateral. The LENDER shall not be bound to take any steps necessary to preserve any rights in the Collateral against prior parties, inasmuch as the BORROWER agrees to assume such responsibility. The LENDER shall have no duty with respect to collection or protection of the Collateral or of any income on the Collateral as to the preservation of any rights pertaining to the Collateral beyond safe custody. (f) When any Obligation becomes due, by acceleration or otherwise, the LENDER shall have the right, without notice to the BORROWER, any party claiming under the BORROWER, or any other party, such notice being hereby expressly waived, and without regard to the adequacy of value of the Collateral or the solvency or insolvency of the BORROWER to the appointment of a receiver by a court of competent jurisdiction chosen solely by the LENDER, upon application at any time, whether prior to or after a judgment has been obtained against the BORROWER, to take possession of the assets and/or business of the BORROWER together with its books and records, to maintain or to liquidate said assets and/or business, to collect the proceeds of the Collateral and apply the net proceeds to any Obligation. The BORROWER consents to jurisdiction and venue for the appointment of such receiver by such court and agrees that any receiver so appointed may take possession of the assets and/or business of the BORROWER, together with the Collateral in any other jurisdiction in which the Collateral may be located. 21. WAIVER; DELAYS OR OMISSIONS. The BORROWER waives presentment, notice, protest, right to assert any statute of limitations and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note; and assents to any extension or postponement of the time of payment, modification or waiver of any payment amount or any other indulgence, and/or to the addition or release of any other party or person liable hereon or of any Collateral herefor. No delay or omission on the part of the LENDER in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any such right and or remedy on any future occasion. The BORROWER agrees that the LENDER may take possession of any Collateral without prior judicial hearing or process, hereby expressly waives any right to such judicial hearing process, and hereby assents to any substitution, exchange or release of Collateral. 22. AUTHORIZATION. The BORROWER authorizes the LENDER to exchange the LENDER'S deposit, credit and borrowing information about the BORROWER with third parties. 9 23. NOTICES. All notices, requests, demands and other communications to the BORROWER under this Note shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the BORROWER (including without limitation service by overnight courier service), or on the third day after mailing if mailed to the BORROWER, by first class mail, registered or certified, postage prepaid, at the address set forth below, or on the date of service if delivered by facsimile to the facsimile number set forth below which facsimile is confirmed within three days by deposit of a copy of such notice in first class mail, registered or certified, postage prepaid at the address set forth below. The BORROWER may change its address for purposes of this paragraph by giving the LENDER written notice of the new address in the manner set forth above. 24. BINDING EFFECT; ASSIGNABILITY. This Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The BORROWER may not assign any of its rights and Obligations hereunder or any interest herein without the prior written consent of the LENDER. The LENDER may, at any time, without the consent of the BORROWER, assign any of its rights and Obligations hereunder or interests herein to any affiliate of the LENDER. 25. SEVERABILITY. Each section, part, term and/or provision of this Note shall be considered severable, and if for any reason any section, part, term and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation, such shall not impair the operation of or affect the remaining portions, sections, parts, terms and/or provisions of this Note, and the latter will continue to be given full force and effect and bind the parties hereto; and said invalid sections, parts, terms, and/or provisions shall be deemed not part of this Note. 26. CAPTIONS. Any captions and headings herein are intended solely for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision hereof. 27. WARRANT OF ATTORNEY. BORROWER jointly and severally authorizes any attorney at law to appear in an action on this Note at any time after the same becomes due, whether by acceleration or otherwise, in any court of record in or of the state of Ohio, or of elsewhere, and to waive the issuing and service of process against any or all of said parties, enter an appearance and to confess judgment in favor of the LENDER against any or all of said parties for the amount that may be due, together with costs of suit, and to release all errors and waive all rights of appeal and stay of execution from the judgment rendered. After the judgment is entered against one or more of said parties, the powers herein conferred may be exercised as to one or more of the others. 28. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF OHIO. THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO AND THE UNITED STATES DISTRICT COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO, AND WAIVES PERSONAL SERVICE OF ANY AND 10 ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE BORROWER HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. THE BORROWER HEREBY AGREES THAT THE EXCLUSIVE AND APPROPRIATE FORUMS FOR ANY DISPUTE HEREUNDER ARE THE COURTS OF THE STATE OF OHIO AND THE UNITED STATES DISTRICT COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO AND AGREES NOT TO INSTITUTE ANY ACTION IN ANY OTHER FORUM. THE BORROWER HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS NOTE. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 29. CONFESS JUDGMENT. After the Obligation evidenced hereby, or any part thereof, becomes due and is unpaid, to the extent and as permitted by applicable law, the BORROWER authorizes and empowers the Clerk of Court or any attorney at law to appear and enter a judgment by confession or in an amicable action in any court of competent jurisdiction under this provision in favor of the LENDER or its assignee, with or without averment or declaration filed, for possession of the Collateral and/or for such sum or sums as may be payable by reasons of the terms of this Note, including any sums as may be past due at the time of repossession or acceleration, and such additional sums as may be incurred by reasons of the repossession of said Collateral, or become due by reason of acceleration upon default in payment by the BORROWER, together with any and all costs of suit, collection and reasonable attorney's fees in any court of record in any county in the state of Ohio, or elsewhere, where the BORROWER resides, signed this Note or can be found, and waive the issuance of service of process and confess judgment against the undersigned in favor of the holder of this Note for the amount then appearing due together with the costs of suit, and thereupon to release all errors and waive all right of appeal and stay of execution. The authority to confess judgment either for possession of the Collateral or any money due hereunder shall not be exhausted by one exercise, but judgments may be confessed from time to time, as often as may be necessary. This Note was executed in Franklin County, Ohio. [INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.] 11 WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13 O.R.C.) BORROWER: AMEDISYS, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: SVP AMEDISYS ALTERNATE-SITE INFUSION THERAPY SERVICES, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: SVP AMEDISYS HOME HEALTH, INC. OF ALABAMA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: SVP AMEDISYS HOME HEALTH, INC. OF GEORGIA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: SVP 12 WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13 O.R.C.) AMEDISYS HOME HEALTH, INC. OF LOUISIANA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: AMEDISYS HOME HEALTH, INC. OF NORTH CAROLINA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: AMEDISYS HOME HEALTH, INC. OF OKLAHOMA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: AMEDISYS HOME HEALTH, INC. OF TENNESSEE By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: 13 WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13 O.R.C.) AMEDISYS SPECIALIZED MEDICAL SERVICES, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: HOME HEALTH OF ALEXANDRIA, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: INFUSIONCARE SOLUTIONS, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: PRN, INC. By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: 14 WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13 O.R.C.) QUALITY HOME HEALTH CARE, INC. By: /s/ JOHN M. JOFFRION ------------------------------------ Name: John M. Joffrion Title: Senior Vice President, Finance AMEDISYS SURGERY CENTER, L.C. By: /s/ JOHN M. JOFFRION ------------------------------------ Name: John M. Joffrion Title: Senior Vice President, Finance AMEDISYS HOME HEALTH, INC. OF VIRGINIA By: /s/ JOHN M. JOFFRION ------------------------------------ Name: John M. Joffrion Title: Senior Vice President, Finance AMEDISYS NORTHWEST HOME HEALTH, INC. By: /s/ JOHN M. JOFFRION ------------------------------------ Name: John M. Joffrion Title: Senior Vice President, Finance 15 WARNING: BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. (SEC. 2323.13 O.R.C.) AMEDISYS HOME HEALTH, INC. OF FLORIDA By: /s/ JOHN M. JOFFRION -------------------------------- Name: John M. Joffrion Title: 16 SCHEDULE 1 AFFILIATES
STATE OF MAY BE REFERRED NAME OF AFFILIATES INCORPORATION TO HEREIN AS - --- --------------------------------------------------------------- ------------------ ------------------ 1. Amedisys Home Health, Inc. of Alabama Alabama "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 2. Amedisys Home Health, Inc. of Georgia Georgia "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 3. Amedisys Home Health, Inc. of Louisiana Louisiana "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 4. Amedisys Home Health, Inc. of North Carolina North Carolina "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 5. Amedisys Home Health, Inc. of Oklahoma Oklahoma "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 6. Amedisys Home Health, Inc. of Tennessee Tennessee "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 7. Amedisys Specialized Medical Services, Inc. Louisiana "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 8. Home Health of Alexandria, Inc. dba Cornerstone Home Health Louisiana "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 9. Quality Home Health Care, Inc. Oklahoma "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 10. Amedisys Northwest Home Health, Inc. Georgia "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 11. Amedisys Home Health, Inc. of Virginia Virginia "Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 12. Amedisys Home Health, Inc. of Florida Florida "Non-Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 13. Amedisys Alternate-Site Infusion Therapy Services, Inc. Louisiana "Non-Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 14. InfusionCare Solutions, Inc. dba Precision Health Louisiana "Non-Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 15. PRN, Inc. dba Amedisys Alternate-Site Infusion Therapy Services Texas "Non-Seller" - --- --------------------------------------------------------------- ------------------ ------------------ 16. Amedisys Surgery Centers, L.C. Texas "Non-Seller" - --- --------------------------------------------------------------- ------------------ ------------------
17 SCHEDULE 2 OUTSTANDING ITEMS IN CONNECTION WITH THE SALE AGREEMENT 1. Executed original UCC-3 Termination Statements, UCC-3 Partial Releases and/or releases of the following liens: o Financing Statement Number 17-1151051 dated 6/9/98 Filed in East Baton Rouge Parish, LA Debtor Name and Address: Amedisys Alternate-Site Infusion Therapy Services, Inc. 3029 S. Sherwood Forest Blvd. Baton Rouge, LA 70816 Secured Party Name and Address: Union Planters Bank, National Association P. O. Box 2710 8440 Jefferson Hwy. Baton Rouge, LA 70821 o Case Number DOI FI FA No. 9860119 filed 7/2/98 with the Georgia Secretary of State in the amount of $3,773.33 Debtor Name: Coosa Valley Home Health Care Columbia Homecare Coosa %U C Consultants 233 Oceola Avenue Nashville, TN 37209 Secured Party: Department of Labor State of Georgia Unemployment Contribution EI FA o Orig 998 Bundle 10796 filed 6/9/97 in the amount of $4,735.75 filed with the LA Dept. of State Debtor Name: Amedisys Home Health, Inc. Secured Party Name: State of LA Department of Labor Office of Employment Security 2. Legal opinion of Seller's counsel: o Louisiana legal opinion for each Seller regarding the chief executive office location of each Seller; o Georgia legal opinion for Amedisys Home Health, Inc. of Georgia; o Oklahoma legal opinion for Amedisys Home Health, Inc. of Oklahoma and Quality Home Health Care, Inc.; and o Tennessee legal opinion for Amedisys Home Health, Inc. of Tennessee. EX-99.1 5 d83093ex99-1.txt PRESS RELEASE DATED JANUARY 16, 2001 1 EXHIBIT 99.1 For Immediate Release AMEDISYS PREPAYS DEBT TO HCA PRETAX EXTRAORDINARY GAIN OF $6.5 MILLION RESULTS FROM DEBT RESTRUCTURING BATON ROUGE, Louisiana (January 16, 2001) - Amedisys, Inc. (OTC BB: "AMED"), one of America's leading home health nursing companies, today announced that it will recognize a pretax extraordinary gain of $6.5 million in the fourth quarter of 2000 as a result of the restructuring of a major debt obligation. On December 28, 2000, the Company entered into a loan agreement with NPF Capital, Inc. ("NPF") for a principal sum of up to $11,725,000. At execution, NPF paid $9,000,000 directly to HCA, The Healthcare Company f/k/a Columbia HCA Healthcare Corp ("HCA"). The Company also financed $725,000 of debt issue costs under this agreement, with the remaining unfunded portion of $2,000,000 available for future acquisitions. Simultaneously, Amedisys entered into a Termination Agreement with HCA relating to the note payable ("HCA Note") which resulted from the acquisition of home health agencies from HCA during the latter part of 1998. The HCA Note, which carried a balance (including accrued interest) of $16.6 million at September 30, 2000, was terminated effective October 1, 2000 for a cash payment of $9,000,000 and the execution of a warrant agreement that allows HCA to purchase up to 200,000 shares of Amedisys' Common Stock, subject to certain conditions. "This debt restructuring represents a major accomplishment and is consistent with management's ongoing efforts to strengthen the Company's balance sheet," commented John M. Joffrion, Sr. Vice President of Finance of Amedisys, Inc. "We have successfully divested the majority of our non-core assets during the past year, and continuing operations returned to profitability during the fourth quarter of 2000 as a result of the implementation of Medicare's Prospective Payment System on October 1, 2000." "For the past two years, Amedisys has diligently pursued a strategy which seeks to enhance shareholder value by positioning the Company for growth as a cost-efficient provider of home health care nursing services," stated William F. Borne, Chief Executive Officer of the Company. "We are pleased with our progress, which has been reflected in improved operating results and a higher stock price. Not only will this financial restructuring significantly reduce cash outlays for future debt service, but we will no longer be forced to operate under the numerous restrictions imposed under the HCA Note, thus allowing Amedisys to pursue internal and external growth opportunities to further benefit our shareholders." Amedisys, Inc., is a leading multi-regional provider of home health nursing services, and is headquartered in Baton Rouge, Louisiana. Its common stock trades on the OTC Bulletin Board under the symbol "AMED". This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company's periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Additional information on this Company can be found on the World Wide Web. http://www.amedisys.com For further information, please contact: John Joffrion, Senior Vice President of Finance at (225) 292-2031 or RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or via e-mail at info@rjfalkner.com -----END PRIVACY-ENHANCED MESSAGE-----