8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 30, 2021

Commission File Number: 0-24260

AMEDISYS, INC.

(Exact Name of Registrant as specified in its Charter)

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

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

(Address of principal executive offices, including zip code)

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

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AMED	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 30, 2021, Amedisys, Inc. (the “Company”) entered into a Second Amendment to its Amended and Restated Credit Agreement, effective as of that date (the “Second Amendment”), by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company (collectively, the “Borrowers”), as the borrowers, certain subsidiaries of the Company that are party thereto as guarantors, Bank of America, N.A. (the “Administrative Agent”), as the administrative agent, swingline lender and letter of credit issuer, Citizens Bank, N.A., Fifth Third Bank, National Association, and JPMorgan Chase Bank, N.A., as co-syndication agents, BBVA USA, Capital One Bank, National Association, Regions Bank and Wells Fargo Bank, National Association, as co-documentation agents, the other letter of credit issuers and lenders party thereto, BofA Securities, Inc., Citizens Bank, N.A., Fifth Third Bank, National Association, and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners. The Second Amendment amends the Amended and Restated Credit Agreement, dated as of June 29, 2018, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 4, 2019 (the “Existing Credit Agreement,” and as amended by the Second Amendment, the “Second Amended Credit Agreement”).

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

Proceeds from the $450.0 million Amended Term Loan Facility were used to pay off the outstanding Term Loan principal balance as of July 30, 2021, as well as to fund 100% of the purchase price of the Contessa acquisition (described in Item 2.01 below).

The loans issued under the Amended Credit Facility bear interest on a per annum basis, at our election, at either: (i) the Base Rate plus the Applicable Rate or (ii) the Eurodollar Rate plus the Applicable Rate. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Eurodollar Rate plus 1% per annum. The “Eurodollar Rate” means the quoted rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable successor rate for an interest period of one, three or six months (as selected by us). The “Applicable Rate” is based on the consolidated leverage ratio and is presented in the table below. We are also subject to a commitment fee and letter of credit fee under the terms of the Second Amended Credit Agreement, as presented in the table below.

Pricing Tier	Consolidated Leverage Ratio	Commitment Fee	Letter of Credit Fee	Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans	Base Rate Loans
I	> 3.00 to 1.0	0.30%	1.75%	2.00%	1.00%
II	£ 3.00 to 1.0 but > 2.00 to 1.0	0.25%	1.50%	1.75%	0.75%
III	£ 2.00 to 1.0 but > 0.75 to 1.0	0.20%	1.25%	1.50%	0.50%
IV	£ 0.75 to 1.0	0.15%	1.00%	1.25%	0.25%

The final maturity date of the Amended Credit Facility is July 30, 2026. The Revolving Credit Facility will terminate and be due and payable as of the final maturity date. The Amended Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period commencing on July 30, 2021 and ending on September 30, 2023, and (ii) 1.250% for the period commencing on October 1, 2023 and ending on July 30, 2026. The remaining balance of the Amended Term Loan Facility must be paid upon the final maturity date. In addition to the scheduled amortization of the Amended Term Loan Facility, and subject to customary exceptions and reinvestment rights, we are required to prepay the Amended Term Loan Facility first and the Revolving Credit Facility second with 100% of all net cash proceeds received by any loan party or any subsidiary thereof in connection with (a) any asset sale or disposition where such loan party receives net cash proceeds in excess of $5 million or (b) any debt issuance that is not permitted under the Second Amended Credit Agreement.

The Second Amended Credit Agreement contains customary negative covenants, including, but not limited to, restrictions on the incurrence of liens and additional debt, the sales of assets and other fundamental corporate changes, investments and the declaration of dividends. In addition, the Second Amended Credit Agreement requires the Borrowers to satisfy financial covenants based on their consolidated leverage ratio and a consolidated interest coverage ratio. All of the Borrowers’ covenants, which are described more fully in the Second Amended Credit Agreement, are subject to certain exceptions and baskets.

The Second Amended Credit Agreement includes the same events of default and remedies upon an event of default as the Existing Credit Agreement, including acceleration of the amounts due under the Amended Credit Facility. The Amended Credit Facility also continues to be guaranteed by substantially all of the wholly-owned direct and indirect subsidiaries of the Borrowers and secured by a first lien security interest in all of the personal property of the Borrowers and their wholly-owned direct and indirect subsidiaries.    

The Second Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Second Amendment and the Second Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Certain parties to the Second Amended Credit Agreement and certain of their respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and/or other advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

SECTION 2 — FINANCIAL INFORMATION

ITEM 2.01.    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On August 1, 2021, Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company (“Holding”), completed the previously-announced acquisition of Contessa Health, Inc. (“Contessa”), a leader in hospital-at-home and skilled nursing facility (SNF) at-home services, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Holding, Amedisys Commodore, L.L.C., a wholly-owned subsidiary of Holding (“Merger Sub”), Contessa and Shareholder Representative Services LLC, pursuant to which Merger Sub merged with and into Contessa, with Contessa continuing as a wholly-owned subsidiary of Holding (the “Merger”). The total consideration for the Merger was $250 million, which the Company funded from proceeds of the Amended Term Loan Facility, as described in Item 1.01 above.

The foregoing description of the Merger is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 4, 2021, the Company issued a press release (the “Press Release”) announcing its financial results for the three and six-month periods ended June 30, 2021. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

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

On July 30, 2021, the Company entered into the Second Amendment, as further described under Item 1.01 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference.

SECTION 7 – REGULATION FD

ITEM 7.01.    REGULATION FD DISCLOSURE

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

The Press Release also announced that the Company has closed on its previously-announced acquisition of Contessa (described in Item 2.01 above) and that the Company entered into the Second Amendment. In addition, the Company announced that its Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase up to $100 million of its outstanding common stock through December 31, 2022 (the “New Share Repurchase Program”), to commence upon the completion of the Company’s existing $100 million share repurchase program, approved by its Board of Directors on December 17, 2020 (the “Existing Share Repurchase Program” and together with the New Share Repurchase Program, the “Repurchase Programs”). Repurchases may be made under the Existing Share Repurchase Program through December 31, 2021.

Under the terms of the Repurchase Programs, the Company may repurchase shares of its common stock from time to time through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Exchange Act Rule 10b5-1. The timing and the amount of the repurchases will be determined by management based on a number of factors, including but not limited to share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors.

In addition, a copy of the supplemental slides which will be discussed during the Company’s earnings call at 11:00 a.m. ET on Thursday, August 5, 2021 is attached to this report as Exhibit 99.2 and incorporated herein by reference.

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

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of June 27, 2021, by and among Amedisys Holding, L.L.C., Amedisys Commodore, L.L.C., Contessa Health, Inc., Shareholder Representative Services LLC, and, solely for purposes of Section 10.17, Amedisys, Inc. (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request)
10.1	Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2021, by and among Amedisys, Inc. and Amedisys Holding, L.L.C., as the borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto (Immaterial schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.)
99.1	Press release dated August 4, 2021 (furnished only)
99.2	Supplemental slides provided in connection with the second quarter 2021 earnings call of the Company (furnished only)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMEDISYS, INC.
(Registrant)
By:	/s/ Scott G. Ginn
	Scott G. Ginn
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

DATE: August 4, 2021

EX-2.1

Exhibit 2.1

EXECUTION

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

AMEDISYS HOLDING, L.L.C.

AMEDISYS COMMODORE, L.L.C.

CONTESSA HEALTH, INC.,

and

SHAREHOLDER REPRESENTATIVE SERVICES LLC

Dated as of June 27, 2021

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; INTERPRETATION			1
Section 1.1.	Definitions		1
Section 1.2.	Additional Defined Terms		19
Section 1.3.	Interpretation		22
ARTICLE II THE MERGER; CLOSING			23
Section 2.1.	The Merger		23
Section 2.2.	Closing		23
Section 2.3.	Effective Time		23
Section 2.4.	Certificate of Incorporation, Bylaws and Officers and Directors of the Surviving Corporation		24
ARTICLE III EFFECT OF THE MERGER ON STOCK; EXCHANGE AND PAYMENT			24
Section 3.1.	Effect on Capital Stock		24
Section 3.2.	Payments at Closing		26
Section 3.3.	Paying Agent; Exchange of Certificates; Payment Procedures		28
Section 3.4.	Purchase Price Adjustment; Allocation Schedule		30

i

ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY		34
Section 4.1.	Organization	34
Section 4.2.	Power and Authorization	34
Section 4.3.	Authorization of Governmental Authorities	34
Section 4.4.	Noncontravention	35
Section 4.5.	Capitalization of the Company	35
Section 4.6.	Subsidiaries	36
Section 4.7.	Financial Matters	37
Section 4.8.	Accounts Receivable; Accounts Payable	37
Section 4.9.	Absence of Undisclosed Liabilities	38
Section 4.10.	Material Third-Party Payors and Material Vendors	38
Section 4.11.	Absence of Certain Developments	38
Section 4.12.	Assets	40
Section 4.13.	Real Property	41

ii

Section 4.14.	Proprietary Rights	41
Section 4.15.	Legal Compliance; Permits	42
Section 4.16.	Tax Matters	43
Section 4.17.	Employee Benefits	45
Section 4.18.	Material Contracts	46
Section 4.19.	Related Party Transactions	49
Section 4.20.	Labor Matters	49
Section 4.21.	Environmental Matters	51
Section 4.22.	Litigation	52
Section 4.23.	Anti-Corruption	52
Section 4.24.	Insurance	52
Section 4.25.	Data Privacy	53
Section 4.26.	Health Care Laws	54
Section 4.27.	No Brokers	59

iii

Section 4.28.	Appraisal Rights	59
Section 4.29.	Stimulus Funds, Etc.	59
Section 4.30.	Bank Accounts, Etc.	60
Section 4.31.	Disclaimer of Other Representations or Warranties	60
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ENTITIES		61
Section 5.1.	Organization	61
Section 5.2.	Authority	61
Section 5.3.	Consents	61
Section 5.4.	Noncontravention	61
Section 5.5.	Litigation	62
Section 5.6.	Brokers’ and Finders’ Fees	62
Section 5.7.	Availability of Funds	62
Section 5.8.	Investigation	62
Section 5.9.	R&W Policy	63

iv

ARTICLE VI COVENANTS		63
Section 6.1.	Stockholder Approval	63
Section 6.2.	Operation of the Business	64
Section 6.3.	Tax Matters	64
Section 6.4.	Publicity; Confidentiality	66
Section 6.5.	Seller Representative	67
Section 6.6.	Post-Closing Cooperation	69
Section 6.7.	Directors’ and Officers’ Indemnification	69
Section 6.8.	Employee Matters	71
Section 6.9.	Regulatory Approvals and Third Party Consents	72
Section 6.10.	R&W Policy	74
Section 6.11.	Preservation of Records	74
Section 6.12.	Notice of Developments	75

v

Section 6.13.	Exclusivity	75
Section 6.14.	Access to Information	76
Section 6.15.	Miscellaneous Covenants	76
ARTICLE VII CONDITIONS TO CLOSE		78
Section 7.1.	Conditions to the Obligations of All Parties	78
Section 7.2.	Conditions to Buyer and Merger Sub’s Obligations	79
Section 7.3.	Conditions to the Company’s Obligations	81
Section 7.4.	Frustration of Closing Conditions	81
ARTICLE VIII TERMINATION		81
Section 8.1.	Termination	81
Section 8.2.	Effect of Termination	82
ARTICLE IX INDEMNIFICATION; R&W POLICY		83
Section 9.1.	Survival	83
Section 9.2.	Indemnification of the Buyer Indemnitees	83

vi

Section 9.3.	Indemnification of the Seller Indemnitees	85
Section 9.4.	Indemnification Procedures and Related Provisions and Additional Limitations	86
Section 9.5.	Insurance and Other Third Party Recoveries	87
Section 9.6.	Reserved	88
Section 9.7.	Remedies Exclusive	88
Section 9.8.	Tax Treatment of Indemnity Payments	88
Section 9.9.	No Circular Recovery	88
Section 9.10.	Effect on R&W Policy	89
ARTICLE X MISCELLANEOUS		89
Section 10.1.	Notices	89
Section 10.2.	Succession and Assignment; No Third-Party Beneficiaries	91
Section 10.3.	Amendments	91
Section 10.4.	Waiver; Remedies Cumulative	91
Section 10.5.	Disclosure Schedule	92

vii

Section 10.6.	Entire Agreement	92
Section 10.7.	Counterparts	93
Section 10.8.	Severability	93
Section 10.9.	Choice of Law; Consent to Jurisdiction	93
Section 10.10.	Waiver of Jury Trial	93
Section 10.11.	Specific Performance	94
Section 10.12.	Expenses	94
Section 10.13.	Nonrecourse	94
Section 10.14.	Representation	95
Section 10.15.	Buyer Guarantee	96
Section 10.16.	Time of the Essence	96
Section 10.17.	Intervention and Limited Guarantee by Amedisys	96

viii

Exhibits

Exhibit A – Closing Net Working Capital Example Calculation

Exhibit B – Form of Letter of Transmittal

Exhibit C – Surviving Corporation Certificate of Incorporation

Exhibit D – Surviving Corporation Bylaws

Exhibit E – Form of Escrow Agreement

Exhibit F – Form of Cancellation Agreement

Exhibit G – Closing Cash Accounting Principles and Example Calculations

Exhibit H – Form of Resignation and Amendment

ix

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 27, 2021, by and among AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (“Buyer”), AMEDISYS COMMODORE, L.L.C., a Delaware limited liability company (“Merger Sub” and together with Buyer, the “Buyer Entities”), CONTESSA HEALTH, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company (the “Seller Representative”), solely in its capacity as the representative of the Security Holders. Amedisys, Inc., a Delaware corporation (“Amedisys”), also joins in this Agreement solely for purposes of Section 10.17.

WHEREAS, the Buyer Entities and the Company wish to effect a business combination through a merger of Merger Sub with and into the Company (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the boards of directors of Buyer and Merger Sub have approved and declared advisable this Agreement and the Merger; and

WHEREAS, the board of directors of the Company has approved and declared advisable this Agreement and the Merger.

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.    

DEFINITIONS; INTERPRETATION

Section 1.1.    Definitions. For the purposes of this Agreement, each of the following terms shall have the following respective meanings:

“Acquired Company” means the Company and each of its Subsidiaries.

“Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of the Company or its Subsidiaries (excluding sales of assets in the Ordinary Course of Business), (b) tender offer for, or direct or indirect acquisition (whether in a single transaction or a series of related transactions) of any of the Equity Interests of the Company or its Subsidiaries other than the issuance of Equity Interests in connection with the exercise of an Outstanding Company Option or the Warrant, or (c) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or its Subsidiaries or involving the assets of the Company or its Subsidiaries; in each case, other than the transactions contemplated by the Agreement.

“Action” means any legal action, claim, charge, lawsuit, litigation, interference, audit, investigation, arbitration, mediation, examination, assessment, hearing, complaint or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil, criminal, administrative or appellate and whether brought at law or in equity) by or before any Governmental Authority, arbitrator or mediator.

“Adjustment Escrow Amount” means an amount equal to One Hundred Thousand Dollars ($100,000).

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Merger Consideration Amount” means an amount equal to (a) the Enterprise Value, plus (b) the Closing Cash, plus (c) the Positive Closing Adjustment Amount, minus (d) the Negative Closing Adjustment Amount.

“Aggregate Adjusted Per Share Consideration Amount” means, as of the Reference Time, an amount in cash equal to (a) the Enterprise Value, plus (b) the aggregate exercise price of all Vested Company Options, plus (c) the aggregate exercise price of the Warrant to the extent not exercised prior to Closing, plus (d) the Closing Cash, plus (e) the Positive Closing Adjustment Amount, minus (f) the Negative Closing Adjustment Amount, minus (g) the total amount of Closing Indebtedness, minus (h) the total amount of unpaid Seller Transaction Expenses.

“Ancillary Agreements” means the Letters of Transmittal, the Cancellation Agreements, the Paying Agent Agreement, the Escrow Agreement, and all other agreements, instruments and certificates contemplated hereby or thereby to which any Party is a party in connection with the Contemplated Transactions.

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act; and (b) other anti-bribery, anti-corruption, and anti-money laundering Laws applicable to the Company or any of its Subsidiaries or its operations from time to time.

“Applicable Joint Venture Ownership Percentage” means the ownership percentage held by the Company or its Subsidiary, as applicable, in each Company Joint Venture as of the Reference Time.

“Assets” means all properties, assets and rights of every kind, nature and description whatsoever whether tangible or intangible, real, personal or mixed, wherever located, including, without limitation, all Proprietary Rights of the Company and its Subsidiaries, including its Software and Systems, including the Care Convergence system.

2

“Award or Awards” means a right that is granted under the Company Equity Plan to a Participant (as defined in the applicable Company Equity Plan) by the Company, which may be in the form of Options, Performance Shares, Restricted Stock or Restricted Stock Units (each of Options, Performance Shares, Restricted Stock and Restricted Stock Units as defined in the applicable Company Equity Plan).

“Business” means the business conducted by the Company and its Subsidiaries as of the date hereof.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks in New York, New York are required to be closed.

“Buyer Material Adverse Effect” means, with respect to any Buyer Entity, a material adverse effect on the ability of such Buyer Entity to consummate the Contemplated Transactions in a timely manner or to perform its obligations under any of the Transaction Documents to which it is a party.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020 (H.R. 748) and any similar or successor Law or executive order or executive memo (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing Covid-19 Disaster, dated August 8, 2020, and IRS Notice 2020-65) in any U.S. jurisdiction, and any subsequent Law intended to address the consequences of COVID-19, including the Health and Economic Recovery Omnibus Emergency Solutions Act and the Health, Economic Assistance, Liability, and Schools Act.

“Cash and Cash Equivalents” means (a) cash and cash equivalents of such Person, whether on hand or in deposit, checking, brokerage or other accounts of, or in any safety deposit box or other physical storage device provided by a financial institution, plus (b) to the extent not already reflected in clause (a) all un-cleared deposits and cash subject to checks, drafts, draws, and any electronic disbursements in transit of such Person but not yet cleared, less (c) all un-cleared checks, drafts, draws, and any electronic disbursements issued by such Person.

“Closing Cash” means, without duplication, as of the Reference Time, the aggregate amount of Cash and Cash Equivalents of the Company and its Subsidiaries as determined in accordance with the Closing Cash Accounting Principles and Example Calculations set forth on Exhibit G (including the related footnotes thereon). The Closing Cash shall be reduced by the amount of any cash used by the Company after the Reference Time and prior to the Closing to (x) make any distributions to Stockholders, or (y) increase the amounts payable to the Security Holders under this Agreement by satisfying or paying any Seller Transaction Expenses or repaying any Indebtedness.

“Closing Indebtedness” means the Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing.

“Closing Net Working Capital Amount” means an amount equal to the consolidated current assets of the Company and its Subsidiaries determined in accordance with GAAP (which shall exclude Closing Cash), minus the current liabilities of the Company and its Subsidiaries determined in accordance with

3

GAAP, in each case, calculated as of the Reference Time and in accordance with the methodologies and example calculations set forth on Exhibit A (including, for avoidance of doubt, the definitional and other adjustments set forth therein (including the related footnotes thereon)); provided, that, for purposes of computing the Closing Net Working Capital Amount, (a) Indebtedness, (b) Seller Transaction Expenses, and (c) any deferred tax assets (including any net operating losses of the Company and its Subsidiaries) and any deferred tax liabilities established to reflect timing differences between accounting and tax income, shall be excluded from the assets and liabilities of the Company and its Subsidiaries. For the avoidance of doubt, the Closing Net Working Capital Amount of each Company Joint Venture to be included in this computation shall equal the product of (1) the Closing Net Working Capital Amount of such Company Joint Venture, multiplied by (2) the Applicable Joint Venture Ownership Percentage.

“Closing Per Share Amount” means an amount equal to (a) (i) the Estimated Aggregate Adjusted Per Share Consideration Amount, minus (ii) the Escrow Amount, minus (iii) the Reserve Amount, divided by (b) the sum of (A) aggregate number of shares of Company Stock (including the Warrant Shares), plus (B) and aggregate number of shares of Company Stock issuable upon the exercise of the Vested Company Options.

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

“Common Stock” means the Common Stock, $0.0001 par value per share, of the Company.

“Company Charter” means the Fourth Amended and Restated Certificate of Incorporation of the Company, dated November 27, 2019.

“Company Equity Plan” means, collectively, the Contessa Health, Inc. 2019 Stock Incentive Plan, effective as of November 27, 2019 and the Amended and Restated Contessa Health, Inc. Stock Incentive Plan, effective as of November 27, 2019. For the avoidance of doubt, the Amended and Restated Contessa Health, Inc. Stock Incentive Plan includes the “Prior Plan” as defined therein.

“Company Joint Ventures” means the following entities: Saint Thomas Home Recovery Care, LLC, Dignity Home Recovery Care, LLC, Personalized Recovery Care, LLC, One Gustave L. Levy Place, LLC, Prisma Health Home Recovery Care, LLC, Home Recovery Care, LLC, Gunderson Hospital at Home, LLC and One Gustave L. Levy Place Independent Practice Association, LLC.

“Company Material Adverse Effect” means any change, event (including, without limitation, any Action), fact, condition, occurrence or development (each a “Change”, and collectively, “Changes”) that, individually or in the aggregate, together with all other Changes with respect to which such phrase is used in this Agreement, has had or would reasonably be expected to have a materially adverse effect on the Business (including, without limitation, the death, disability or notice of separation of two or more members of the management team of the Company who are essential to the operations of the Company and its Subsidiaries), operations (including, without limitation, the ownership and operation of the Care Convergence system), results of operations, liabilities, or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; except any Changes directly or indirectly resulting from, attributable

4

to or arising out of: (a) business, regulatory or other conditions that generally affect the industry in which the Company and its Subsidiaries operates; (b) general economic conditions, including changes in the credit, debt or financial capital markets, securities markets, currency markets or other financial markets; (c) changes in GAAP or other accounting requirements or principles (or the interpretation thereof) or any changes in applicable Laws or the interpretation thereof or other legal or regulatory conditions; (d) any outbreak of hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway; (e) hurricanes, earthquakes, floods, tsunamis, tornadoes, mudslides, wild fires or other natural disasters, pandemics or epidemics (including COVID-19), Pandemic Measures, and other force majeure events in the United States or any other country or region in the world; (f) the announcement of this Agreement, including the identity of Buyer; (g) any actions taken or failure to take action, in each case, by Buyer or any of its Affiliates, or to which Buyer has approved, consented to or requested in writing; (h) the taking of any action required by this Agreement; or the failure to take any action prohibited by this Agreement; or (i) any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition); provided that, in the case of the foregoing clauses (a) through (e), such Changes do not affect and would not reasonably be expected to affect the Company and its Subsidiaries in a materially disproportionate manner relative to other similarly sized and situated participants in the industry in which the Company and its Subsidiaries operate.

“Company Option Holder” means any Person holding Outstanding Company Options as of immediately prior to the Effective Time.

“Company Products” means all products and services currently licensed out, sold, distributed, supported, performed, or otherwise made available by or on behalf of the Company and its Subsidiaries, and all products and services currently being developed by or on behalf of the Company and its Subsidiaries, and all Software owned or purported to be owned by the Company and its Subsidiaries.

“Company Stock” means, collectively, the issued and outstanding shares of Common Stock and Preferred Stock.

“Company Warrant Holder” means Marshfield Clinic Health System, Inc. and its registered successors or permitted assigns.

“Company’s Knowledge” and similar formulations mean, as of the applicable date, the actual knowledge of each member of the Company Knowledge Group, together with the knowledge that such person would reasonably be expected to have following inquiry of all employees of the Company reporting directly to such individuals.

“Company Knowledge Group” means each of Travis Messina, Robert Moskowitz, M.D., Gerald Jones, Aaron Stein, Elisa Harris, Gaurav Khanna, Patrick Armentor, and Mark Montoney; provided that the inclusion of Elisa Harris shall not require disclosure that would operate to waive any legal privilege afforded to information known to (or work product of or held by) Elisa Harris in her role as general counsel.

5

“Competition Laws” means the HSR Act (and any similar Law enforced by any Governmental Antitrust Entity regarding pre-acquisition notifications for the purpose of competition reviews), the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and all other federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

“Confidentiality Agreement” means that certain Mutual Non-Disclosure Agreement, dated as of March 15, 2021, between Amedisys and the Company.

“Consent” means any approval, consent, waiver, clearance or other authorization of, notice to or registration, qualification, designation, declaration or filing with any Person.

“Contemplated Transactions” means the transactions contemplated by this Agreement, including (a) the Merger, (b) the execution, delivery and performance of the Ancillary Agreements, and (c) the payment of fees and expenses relating to such transactions.

“Continuing Employees” means all employees of the Company and its Subsidiaries as of immediately prior to the Closing Date who (a) at the Effective Time, continue their employment with the Company, the applicable Company Subsidiary, the Surviving Corporation, Buyer or any of their respective Subsidiaries, or (b) remain or become at the Effective Time employees of the Company or any of its Subsidiaries as required by applicable Law.

“Contractual Obligation” means, with respect to any Person, any legally binding contract, agreement, lease, mortgage, deed, sublease, license, sublicense or other legally enforceable promise, undertaking, arrangement or understanding, whether written or oral, to which or by which any property, business, operation or right of such Person is subject or bound or such Person is a party.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“Debt Payoff Letters” means customary payoff letters, with respect to all Indebtedness (other than with respect to the Pre-Closing Tax Liability Amount and Indebtedness to remain in place as indicated on Section 4.7(c) of the Disclosure Schedule), executed by the holder of such Indebtedness and evidencing, upon receipt of the amounts set forth in such payoff letter, the (a) payoff of all such Indebtedness, (b) termination of all loan and collateral documentation evidencing such Indebtedness, and (c) release of all Encumbrances securing such Indebtedness.

6

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Disclosure Schedule” means the Disclosure Schedule delivered by the Company to Buyer concurrently with the execution and delivery of this Agreement.

“Employee Plan” means (i) each “employee benefit plan” (as that term is defined in Section 3(3) of ERISA, (ii) any other retirement or deferred compensation plan, incentive compensation plan, stock plan (including the Company Equity Plan), retention plan or agreement, unemployment compensation plan, vacation pay, change in control, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any fringe benefit arrangement, whether pursuant to contract, arrangement, custom or informal understanding, and (iii) any employment agreement or consulting agreement, which the Company or any of its Subsidiaries has any present or future obligations or liability with regard to any current or former employee, officer, director, consultant, independent contractor or the beneficiaries thereof or with respect to which Buyer or Surviving Corporation may have any Liability on account of the execution of this Agreement or any transactions contemplated by this Agreement or on account of the Company or any of its Subsidiaries having or having had an ERISA Affiliate.

“Encumbrance” means any mortgage, lien, license, pledge, negative pledge, charge, security interest, deeds of trust, encroachment, lease, option, right of first refusal or first offer, easement, servitude, restriction, encumbrance or other transfer restrictions or security interests of any kind.

“Enforceable” means, with respect to any Contractual Obligation stated to be enforceable by or against any Person, that such Contractual Obligation is a legal, valid and binding obligation enforceable by or against such Person in accordance with its terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law).

“Enterprise Value” means Two Hundred Fifty Million Dollars ($250,000,000).

“Environmental Laws” means any Laws (including common law) of the United States federal, state, local, non-United States, foreign, or any other Governmental Authority, relating to (a) Releases or threatened Releases of Hazardous Substances or materials containing Hazardous Substances; (b) the manufacture, handling, transport, use, treatment, storage, emission, discharge, or disposal of Hazardous Substances or materials containing Hazardous Substances; or (c) pollution or protection of the environment or of human health and safety as such is affected by Hazardous Substances or materials containing Hazardous Substances.

“Environmental Permits” means any Permit, consent, license, registration, approval, notification or any other authorization pursuant to Environmental Law.

“Equity Interest” means, with respect to any Person, (a) any capital stock, partnership or membership interest, joint venture interest, unit of participation or other similar interest (however

7

designated) in such Person and (b) any option, warrant, purchase right, conversion right, exchange right or other Contractual Obligation or Award which would entitle any other Person to acquire any such interest in such Person or otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).

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

“ERISA Affiliate” means any entity that would be considered a single employer with the Company under Section 4001(b) of ERISA or part of the same “controlled group” as the Company for purposes of Section 302(d)(3) of ERISA.

“Escrow Amount” means the sum of the Adjustment Escrow Amount and the Indemnity Escrow Amount.

“Escrow Funds” means the Escrow Amount, plus any accrued interest thereon as provided in the Escrow Agreement.

“Estimated Aggregate Adjusted Per Share Consideration Amount” means an amount in cash equal to (a) the Enterprise Value, plus (b) the aggregate exercise price of all Vested Company Options, plus (c) the aggregate exercise price of the Warrant to the extent not exercised prior to Closing, plus (d) the total amount of Estimated Closing Cash, plus (e) the Estimated Positive Closing Adjustment Amount, minus (f) the Estimated Negative Closing Adjustment Amount minus (g) the total amount of Estimated Closing Indebtedness, minus (h) the total amount of Estimated Seller Transaction Expenses.

“Estimated Aggregate Merger Consideration Amount” means an amount equal to (a) the Enterprise Value, plus (b) Estimated Closing Cash, plus (c) Estimated Positive Closing Adjustment Amount, minus (d) Estimated Negative Closing Adjustment Amount.

“Estimated Negative Closing Adjustment Amount” means the dollar amount equal to the amount, if any, by which the Estimated Net Working Capital Amount is less than the Target Net Working Capital Lower Limit. If the Estimated Net Working Capital Amount equals or exceeds the Target Net Working Capital Lower Limit, then the Estimated Negative Closing Adjustment Amount shall be zero.

“Estimated Positive Closing Adjustment Amount” means the dollar amount equal to the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Target Net Working Capital Upper Limit. If the Estimated Net Working Capital Amount is less than or equal to the Target Net Working Capital Upper Limit, then the Estimated Positive Closing Adjustment Amount shall be zero.

“Excluded Matters” means any breach of any representation or warranty of the Company set forth herein or any breach of any representation or warranty of the Security Holders sets forth in the Letters of Transmittal or Cancellation Agreement, in each case that is excluded from coverage pursuant to the following sections of the R&W Policy: Section III.B(i), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), and (xvii).

8

“Federal Health Care Program” shall have the meaning set forth under 42 U.S.C. § 1320a-7b(f), and includes Medicare, TRICARE, and Medicaid.

“Fraud” means (x) with respect to the Company, an actual and intentional fraud with respect to the making of the representations and warranties set forth in this Agreement, provided, that such actual and intentional fraud shall only be deemed to exist if any member of the Company Knowledge Group had actual knowledge that the representations and warranties made by the Company in this Agreement or any Ancillary Agreement were actually breached when made, and (y) with respect to any of the Security Holders, an actual and intentional fraud with respect to the making of the representations and warranties set forth in the related Letters of Transmittal and Cancellation Agreements, as applicable, provided, that such actual and intentional fraud shall only be deemed to exist if the related Security Holder had actual knowledge that the representations and warranties made by such Security Holder in the related Letter of Transmittal and/or Cancellation Agreement, as applicable, were actually breached when made.

“Fundamental Representations” means (x) those representations and warranties of the Company set forth in Sections 4.1 (Organization), 4.2 (Power and Authorization), 4.5 (Capitalization of the Company), 4.6 (Subsidiaries), 4.14(a) (Proprietary Rights) and 4.27 (No Brokers), and (y) those representations and warranties of the Security Holders set forth in the Letters of Transmittal and Cancellation Agreements, as applicable.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time; consistently applied throughout the applicable period of time.

“Government Program” means any United States federal, state or local health care or reimbursement program administered by a Governmental Authority, including any Federal Health Care Program and similar or successor programs with or for the benefit of any Governmental Authority.

“Governmental Antitrust Entity” means any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Law.

“Governmental Authority” means any United States or foreign, federal, state, provincial, or local governmental or quasi-governmental body, department, board, commission, bureau, or other regulatory authority, agency, including courts, tribunal, mediator, arbitrator, and other judicial bodies, or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing.

“Governmental Order” means any judgment, order, writ, injunction, ruling, decision, stipulation, verdict, determination or decree of, or any settlement or determination or award made or issued or entered by or with, or under the jurisdiction of, any Governmental Authority.

“Hazardous Substances” means (a) those substances, materials or wastes defined as toxic, hazardous, acutely hazardous, pollutants or contaminants, in, or regulated under, the following United States federal statutes and any analogous foreign or state statutes, and all rules and regulations thereunder:

9

the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas, and any mixtures thereof; and (d) polychlorinated biphenyls, asbestos, molds that would reasonably be expected to have an adverse effect on human health and urea formaldehyde foam insulation.

“Health Care Laws” means all Laws relating to the provision, administration, management of and/or payment for health care or health care-related products and services applicable to the Business, including all applicable Laws, as amended from time to time, relating to any health care Permits, healthcare referrals, billing and submission of healthcare claims, conditions of participation and conditions of payment in Government Programs, fraudulent, abusive or unlawful practices in connection with the provision of healthcare items or services or the billing for or claims for reimbursement for such items or services, healthcare claims processing, medical necessity, medical privacy and security, patient confidentiality, confidentiality of health records or Personal Information, or other healthcare-related matters, including, without limitation: (a) any Government Program, including those pertaining to providers of goods or services that are paid for by any Federal Health Care Program, including, the federal civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), the Federal Health Care Program Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. §1395nn), the Program Fraud Civil Remedies Act (31 U.S.C. §§3801-3812), HIPAA (as defined below), the Federal Health Care Program Civil Money Penalty Law (42 U.S.C. § 1320a-7a) and Exclusion Authorities (42 U.S.C. § 1320a-7), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), and Section 1135 of the Social Security Act; (b) Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), the Medicare and Medicaid Program Integrity Provisions (42 U.S.C. §1320a-7k(d)), TRICARE (10 U.S.C. § 1074 et seq.); (c) the Patient Protection and Affordable Care Act (P.L. 111-1468); (d) the Health Care and Education Reconciliation Act of 2010 (P.L. 111-152); (e) the Public Health Service Act of 1944; (f) any Private Program or Government Program; and (g) any and all other applicable comparable Laws and regulations of other Governmental Authorities, each of (a) through (g) with the regulations thereunder and as amended from time to time.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, including as amended by the Health Information Technology for Economic and Clinical Health Act, and with the implementing regulations at 45 C.F.R. Parts 160-164.

“HITRUST” means the Health Information Trust Alliance, which was founded in 2007 and uses the “HITRUST approach” to help organizations from all sectors–but especially healthcare–effectively manage data, information risk, and compliance. HITRUST certification by HITRUST enables vendors and covered entities to demonstrate compliance to HIPAA requirements based on a standardized framework.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

10

“Indebtedness” means, without duplication, the Company’s and its Subsidiaries’ outstanding obligations (contingent or otherwise) represented by or arising under all obligations (including all obligations in respect of principal, accrued and unpaid interest, breakage costs, penalties, fees and premiums) of the Company and its Subsidiaries (a) for borrowed money, (b) evidenced by notes, bonds, debentures and other similar Contractual Obligations of the Company and its Subsidiaries, (c) in respect of letters of credit and bankers’ acceptances, to the extent drawn, (d) in respect of any capital lease obligations (but excluding any equipment leases or leases with respect to Leased Real Property), (e) consisting of the deferred purchase price of property or services (including obligations related to earn-outs and purchase price adjustments) (other than trade payables), (f) in connection with any termination of interest rate swaps, collars, caps, commodity hedging agreements, futures contracts and similar hedging obligations, (g) for the Pre-Closing Tax Liability Amount, and (h) in the nature of guarantees of the obligations described in clauses (a) through (f) above of any other Person; provided, however, that “Indebtedness” shall exclude any deferred revenue of the Company. Notwithstanding the foregoing, the Indebtedness of each Company Joint Venture to be included in this computation shall equal the product of (1) the Indebtedness of such Company Joint Venture, multiplied by (2) the Applicable Joint Venture Ownership Percentage.

“Indemnity Escrow Amount” means an amount equal to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

“IRS” means the United States Internal Revenue Service.

“Knowledge of Buyer” and similar formulations mean, as of the applicable date, the actual knowledge of Kristopher Novak, together with the knowledge that such person would reasonably be expected to have following inquiry of all employees of Buyer reporting directly to such individual.

“Law” means any United States or foreign federal, state or local law, statute, ordinance, code, executive order, rule, resolution, regulation or similar mandates of any Governmental Authority, including any Governmental Orders that have the effect of law in each such jurisdiction.

“Letter of Transmittal” means the Letter of Transmittal to be delivered by each of the Stockholders and the Company Warrant Holder pursuant to Section 3.3(b) hereof, in each case substantially in the form attached hereto as Exhibit B.

“Liability” means any liability, debt, obligation, deficiency, Tax, penalty, assessment, fine, claim, cause of action or other Loss, fee, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, known or unknown, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due, whether or not required under GAAP to be accrued on the financial statements of such Person, and regardless of when asserted.

“Lookback Date” means January 1, 2018.

“Losses” means, with respect to any Person, any and all losses, costs, damages, fees, expenses (including reasonable fees of and actual disbursements by attorneys, consultants, experts, auditors or other

11

representatives, including litigation costs, interests and penalties), fines of, penalties on that Person; provided, however, Losses shall exclude punitive or exemplary damages except to the extent payable to a third party pursuant to an Asserted Liability.

“Multiemployer Plan” means an employee pension plan to which more than one unaffiliated employer contributes and which is maintained pursuant to one or more collective bargaining agreements as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Negative Closing Adjustment Amount” means the dollar amount equal to the amount, if any, by which the Closing Net Working Capital Amount is less than the Target Net Working Capital Lower Limit. If the Closing Net Working Capital Amount equals or exceeds the Target Net Working Capital Lower Limit, then the Negative Closing Adjustment Amount shall be zero.

“Ordinary Course of Business” means, with respect to any Person, an action taken by such Person in the ordinary course of such Person’s business, consistent with past practice.

“Organizational Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any limited liability company, operating or partnership agreement adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws and equity holders agreements to which such Person is a party relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Outstanding Company Options” means all stock option awards issued pursuant to any Company Equity Plan that are in effect immediately prior to the Effective Time.

“Outstanding Company Warrant” means the Warrant issued pursuant to the Warrant Agreement to the extent not exercised prior to Closing, and in effect, if applicable, immediately prior to the Effective Time.

“Pandemic Measures” means any action or inaction by the Company or its Subsidiaries that is reasonably necessary in response to, and in order to comply with, any pandemic, epidemic or public health emergency (including COVID-19), including any workforce reduction or compliance with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar Law, guidelines or recommendations promulgated by any Governmental Authority or any industry group, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with, related to, or in response to any such pandemic, epidemic or public health emergency (including COVID-19), including the CARES Act and Families First Coronavirus Response Act or any disaster plan of the Company or its Subsidiaries or any change in applicable Laws related thereto or in connection therewith.

“Parties” means, collectively, Buyer, Merger Sub, the Company and the Seller Representative.

12

“Per Share Escrow Amount” means an amount equal to (a) the cash amount, if any, payable to the Security Holders upon release of all or any portion of the Escrow Funds from the Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement, divided by (b) the sum of (A) the aggregate number of shares of Company Stock (including the Warrant Shares), plus (B) the aggregate number of shares of Company Stock issuable upon the exercise of the Vested Company Options.

“Per Share Excess Amount” means an amount equal to (a) the Excess Amount, if any, payable to the Security Holders pursuant to the terms of this Agreement divided by (b) the sum of (A) the aggregate number of shares of Company Stock (including the Warrant Shares), plus (B) the aggregate number of shares of Company Stock issuable upon the exercise of the Vested Company Options.

“Per Share Reserve Amount” means an amount equal to (a) the cash amount, if any, payable to the Security Holders upon release of all or any portion of the Reserve Amount from the Reserve Account as determined by the Seller Representative, divided by (b) the sum of (A) the aggregate number of shares of Company Stock (including the Warrant Shares), plus (B) the aggregate number of shares of Company Stock issuable upon the exercise of the Vested Company Options.

“Permits” mean all franchises, authorizations, consents, approvals, licenses, registrations, certificates, orders, accreditations, variances, clearances, authorizations, qualifications, accreditations, permits or other rights and privileges issued by any Governmental Authority.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

“Personal Information” means information that, alone or in combination with other information held by the Company or its Subsidiaries, identifies or can be used to identify a Person and is subject to any Privacy Law, including, without limitation, (i) any “protected health information” as such term is defined under HIPAA, and the rules and regulations issued thereunder, (ii) an individual’s name, linked together with (A) the individual’s social security number or (B) another unique identifier in combination with any required security code, access code or password permitting access to such individual’s information, and (iii) identifiable information that can be used to authenticate an individual (including, without limitation, passwords or PINs, biometric data, unique identification numbers, answer to security questions, or other personal identifiers) in any format whether written, electronic or otherwise.    Personal Information may relate to any individual, including any user of any Internet or device application who views or interacts with any Company Product, or a current, prospective or former customer, employee or vendor of any Person. Personal Information includes information in any form, including paper, electronic and other forms.

“Positive Closing Adjustment Amount” means the dollar amount equal to the amount, if any, by which the Closing Net Working Capital Amount exceeds the Target Net Working Capital Upper Limit. If the Closing Net Working Capital Amount is less than or equal to the Target Net Working Capital Upper Limit, then the Positive Closing Adjustment Amount shall be zero.

13

“Pre-Closing Tax Liability Amount” means, without duplication, all unpaid Tax Liabilities of the Company and its Subsidiaries (whether or not yet due) with respect to any Pre-Closing Tax Period as to which taxable period or portion thereof the relevant Tax Return has not yet been filed as of the Closing Date; provided, that the Pre-Closing Tax Liability Amount shall (a) with respect to the portion of any Straddle Period ending on the Closing Date, be calculated consistent with the principles of Section 6.3(g), (b) be calculated in accordance with the past practice (including reporting positions, jurisdictions and types of Taxes, elections and accounting methods) of the Company and its Subsidiaries in preparing Tax Returns unless otherwise required by Tax Law, (c) take into account Transaction Tax Deductions, (d) disregard any financing or refinancing arrangements entered into at any time by or at the direction of Buyer or any of its Affiliates or any other transactions entered into by or at the direction of Buyer or any of its Affiliates in connection with the Merger, (e) exclude any Taxes attributable to transactions, other than the Contemplated Transactions, entered into by the Company or any Subsidiary outside the ordinary course of business on the Closing Date after the Closing, (f) include the Deferred Payroll Tax Liability, (g) exclude all deferred tax assets and deferred tax liabilities established for GAAP, and (g) disregard any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent Taxes or with respect to uncertain Tax positions and any liabilities arising from any change in accounting methods.

“Pre-Closing Tax Period” means any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date.

“Preferred Stock” means the Preferred Stock, $0.0001 par value per share, of the Company.

“Privacy Laws” means any Law that governs the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information and any such Law governing privacy, data security, data or security breach notification, any penalties and compliance with any order, including, without limitation, HIPAA, the Gramm-Leach-Bliley Act, California Online Privacy Protection Act and other United States state laws concerning privacy, and the CAN-SPAM.

“Privacy Obligation” means any Privacy Law or any Contractual Obligation, written policy or terms of use of the Company or any of its Subsidiaries that is related to privacy, security, data protection or Processing of Personal Information, including any Laws concerning requirements for website and mobile application privacy policies and practices, data or web scraping or cybersecurity disclosures in public filings.

“Private Program” means private, non-governmental insurance and managed care programs with which the Company or any of its Subsidiaries contracts to provide goods and services or through which Company or any of its Subsidiaries receives reimbursements for services provided.

“Processing” means any operation or set of operations which is performed on Personal Information or sets of Personal Information, whether or not by automated means, and includes receipt, access,

14

acquisition, collection, recording, organization, compilation, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, transfer, transmission, dissemination, making available, alignment or combination, restriction, disposal, erasure or destruction.

“Proprietary Rights” means all of the following, in any jurisdiction throughout the world: (i) patents, and any reissue, continuation, continuation-in-part, divisional, extension or reexamination thereof; (ii) Trademarks; (iii) works of authorship, copyrights and copyrightable works; (iv) registrations, applications for registration, and renewals of any of the foregoing; (v) and other proprietary rights and other intellectual property rights, including, without limitation, trade secrets recognized under applicable Law as “trade secrets.” For the avoidance of doubt, the Proprietary Rights of the Company and its Subsidiaries shall include, without limitation, their respective Software and Systems, including, without limitation, the Care Convergence system.

“Pro Rata Portion” means, with respect to each Security Holder, the percentage listed under the heading “Pro Rata Portion” next to each such Security Holder in the Allocation Schedule, the total of which shall sum to one hundred percent (100%).

“Protest Events” shall mean any protests, riots, demonstrations or public disorders or any escalation or worsening of protests, riots, demonstrations or public disorders.

“Protest Measures” shall mean any action or inaction taken by the Company or any of its Subsidiaries that is reasonably necessary in response to, and in order to comply with, any Protest Event (including, without limitation, any temporary closures of any Leased Real Property and including compliance with any curfew, closure, shut down, directive, order, policy, guidance or recommendation by any Governmental Authority or any disaster plan of the Company or any of its Subsidiaries or any change in applicable Laws related to, arising from or as a result of such Protest Event).

“Projections” means, collectively, any projections, business plan information, estimates, forecasts, budgets, pro-forma financial information or other statements communicated (orally or in writing) to or made available to Buyer, Merger Sub or their respective Affiliates or Representatives of future revenues, profitability, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial component (or any component thereof) of the Company and its Subsidiaries.

“Reference Time” means 12:01 a.m., Eastern Time, on the Closing Date.

“Relief Fund Payment Terms and Conditions” means the terms and conditions established by the Department of Health and Services for the receipt of any funds from the Public Health and Social Services Emergency or other CARES Act programs.

“Release” means any release, spilling, leaking, pumping, pouring, discharging, emitting, emptying, escaping, leaching, injecting, dumping, disposing or migrating into or through the indoor or outdoor environment.

15

“Representative” means, with respect to any Person, any director, officer, employee, agent, manager, equityholder, consultant, advisor, agent, or other representative of such Person, including legal counsel, accountants and financial advisors.

“Reserve Amount” means One Hundred Fifty Thousand Dollars ($150,000).

“Security Holder” means a Stockholder, a Company Option Holder and the Company Warrant Holder.

“Security Incident” means any unauthorized: (a) access, acquisition, interruption of access or other Processing (including as a result of denial of service or ransomware attacks), alteration, modification, loss, theft, misuse or corruption, or other unauthorized Processing of Personal Information; or (b) other access to, use of or interruption of any Systems, including any phishing or other cyberattack incidents.

“Seller Transaction Expenses” means, without duplication, (a) the aggregate amount of all fees and expenses of third parties (whether or not yet invoiced), incurred by, or on behalf of, or to be paid by, the Company and its Subsidiaries in connection with the sale process for the Company or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the Contemplated Transactions, in each case, to the extent unpaid as of the Closing, including fees and expenses of legal counsel, advisors, consultants, investment bankers, accountants, auditors and experts engaged by, or on behalf of, the Company in connection with the Contemplated Transactions, (b) the aggregate amount of obligations of the Company or any Company Subsidiary in respect of any non-equity Awards accelerated pursuant to the Award Acceleration (excluding, for the avoidance of doubt, Outstanding Company Options), change of control payments and transaction bonuses, retention payments, severance or similar payments arising from or incurred in connection with this Agreement or the Contemplated Transactions, including the employer portion of Taxes arising thereof (but, for the avoidance of doubt, such aggregate amount shall not include any such obligations which become payable (i) upon the “double trigger” of the Closing together with a subsequent termination, (ii) at the written request of Buyer, or (iii) other event within the control of the Surviving Corporation following the Closing), and (c) the employer portion of Taxes arising from (x) any obligations included in the foregoing clause (b) or (y) payments made hereunder to the Company Option Holders, in each case without regard to any ability of the Company or its Subsidiaries to defer such taxes under the CARES Act.

“Software” means all computer software, data and databases and all rights therein, including object code, source code, operating systems and specifications, firmware and embedded versions thereof and files, documentation and other materials related thereto.

“Stockholder” means any Person holding Company Stock as of immediately prior to the Effective Time.

“Subsidiary” means, with respect to any specified Person, any other Person of which such specified Person, directly or indirectly through one or more subsidiaries, (a) owns at least fifty percent (50%) of the outstanding Equity Interests entitled to vote generally in the election of the board of directors or similar

16

governing body of such other Person, or (b) has the power to generally direct the business and policies of that other Person as a general partner, managing member, manager or other similar capacity. Solely for purposes of this Agreement, in addition to the forgoing, each Company Joint Venture and the Company’s affiliated professional corporation, Visiting Clinicians, P.C., a Tennessee professional corporation, shall be deemed a Subsidiary of Company.

“Systems” means all computer and information technology systems, and networks owned, licensed, leased or used or held for use by the Company or any of its Subsidiaries, including Software, hardware, electronics, platforms, servers, switches, endpoints, interfaces, applications, websites, storage, data, databases, data processing or management, record keeping, communication, telecommunication, computerized, automated or other similar systems, platforms and networks, and documentation relating to any of the foregoing, including in each case any outsourced systems and services.

“Target Net Working Capital Lower Limit” means negative Eight Hundred Thousand Dollars (minus $800,000).

“Target Net Working Capital Upper Limit” means negative Six Hundred Thousand Dollars (minus $600,000).

“Tax” or “Taxes” means any and all federal, state, local, foreign or other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, capital stock, franchise, customs, duties, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, goods and services or harmonized sales, alternative or add-on minimum, estimated or other charge in the nature of (or similar to) taxes imposed by any Governmental Authority, including any deficiency assessments, related charges, fees, interest or penalties and additions to tax with respect to the foregoing, whether or not disputed.

“Tax Return” means any return, election, estimate, declaration, report, claim for refund or information return or statement filed, or required to be filed, with respect to Taxes with any Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Termination Date” shall mean September 30, 2021; provided, that if as of such date, the only outstanding condition(s) to closing set forth in Article VII (other than those that by their nature only can be satisfied at the Closing) is that set forth in Section 7.1(b) and/or Section 7.2(j), the Termination Date shall be automatically extended until October 31, 2021; provided further that, if as of such date, the only outstanding condition(s) to closing set forth in Article VII (other than those that by their nature only can be satisfied at the Closing) is that set forth in Section 7.1(b) and/or Section 7.2(j), the Termination Date shall be automatically extended until November 30, 2021; provided further that, if as of such date, the only outstanding condition(s) to closing set forth in Article VII (other than those that by their nature only can be satisfied at the Closing) is that set forth in Section 7.1(b) and/or Section 7.2(j), the Termination Date shall be automatically extended until December 31, 2021; provided, further, that as a condition to any of the foregoing extensions, Buyer is using commercially reasonable efforts to satisfy (and actively pursuing the satisfaction of) the conditions set forth in in Section 7.1(b) and/or Section 7.2(j).

17

“Third-Party Payor” shall mean any Government Program, Private Program or other third-party payor, including, without limitation, the Medicare Advantage, Medicare Managed Care programs and any hospital, health system or other entity with which Company or its Subsidiaries contracts to provide services.

“Trademarks” means, collectively, trademarks, tradenames, service marks and trade dress, logos, slogans, Internet domain names and other indicia of origin.

“Transaction Documents” means this Agreement and the Ancillary Agreements.

“Transaction Tax Deductions” means, without duplication and regardless of by whom paid and whether paid prior to, at or after the Closing, for U.S. federal income Tax purposes, (a) the deductible portion of all Seller Transaction Expenses (provided, however, that for this purpose the Company shall be deemed to have elected to treat seventy percent (70%) of the amount of any success-based fee as an amount that does not facilitate the transaction pursuant to the safe harbor in Revenue Procedure 2011-29), (b) all deductions resulting from the repayment of any loans or other obligations in connection with the transactions contemplated by this Agreement, including all fees, expenses and interest (including amounts treated as interest for income Tax purposes), original issue discount, breakage fees, tender premiums, consent fees, redemption, retirement or make-whole payments, defeasance in excess of par or similar payments and any deductions for the capitalized and unamortized portion of any financing fees or expenses of the Company, (c) any deductible amounts included as a current liability or contra-asset in the determination of Indebtedness or Closing Net Working Capital Amount, to the extent not already deducted, and (d) all deductions attributable to any other fees, costs and expenses incurred in connection with the transactions contemplated by this Agreement or on behalf of the Company that were taken into account in the final determination of the Aggregate Adjusted Per Share Consideration Amount.

“Treasury Regulations” means the regulations promulgated under the Code.

“Union” means any labor union, works council, collective bargaining unit or other employee representative body, organization or association.

“Warrant” means the Warrant issued under the Warrant Agreement to subscribe for and purchase shares of Company Stock for the exercise price set forth in the Warrant Agreement.

“Warrant Agreement” means that certain Warrant to Purchase Shares of Common Stock of Contessa Health, Inc. dated as of July 19, 2016, by and between Company and Marshfield Clinic Health System, Inc., together with the corresponding Letter Agreement, dated as of July 19, 2016, by and between Company and Marshfield Clinic Health Systems, Inc.

18

Section 1.2.    Additional Defined Terms.

Each of the following terms is defined in the Section set forth opposite such term:

280G Resolutions	Section 6.15(l)
Agreement	Preamble
Allocation Schedule	Section 3.4(a)
Appraisal Share	Section 3.1(c)
Asserted Liability	Section 9.4(b)
Audited Balance Sheet	Section 4.7(a)(i)
Audited Balance Sheet Date	Section 4.7(a)(i)
Audited Financials	Section 4.7(a)(i)
Award Acceleration	Section 3.1(b)(i)
BBS	Section 10.14
Buyer	Preamble
Buyer Entities	Preamble
Buyer Indemnitees	Section 9.2(a)
Cancellation Agreement	Section 3.3(b)
Certificate of Merger	Section 2.3
Certificates	Section 3.3(c)
Change	Section 1.1
Chosen Courts	Section 10.9
Claim Notice	Section 9.4(a)
Closing	Section 2.2
Closing Date	Section 2.2
Closing Option Consideration	Section 3.1(b)(vi)(A)
Closing Warrant Consideration	Section 3.1(b)(vii)
Closing Statement	Section 3.4(c)
Company	Preamble
Company Proprietary Rights	Section 4.14(a)
Contracting Parties	Section 10.13
Contingent Workers	Section 4.20(c)
D&O Indemnitees	Section 6.7(a)
D&O Tail Policy	Section 6.7(b)
Deferred Payroll Tax Liability	Section 4.29(c)
Designated Accounting Firm	Section 3.4(d)(iii)
Dispute Notice	Section 3.4(d)(i)

19

Effective Time	Section 2.3
Escrow Account	Section 3.2(e)
Escrow Agent	Section 3.2(e)
Escrow Agreement	Section 3.2(e)
Estimated Closing Cash	Section 3.4(a)
Estimated Closing Indebtedness	Section 3.4(a)
Estimated Closing Statement	Section 3.4(a)
Estimated Net Working Capital Amount	Section 3.4(a)
Estimated Seller Transaction Expenses	Section 3.4(a)
Excess Amount	Section 3.4(e)
Excluded Matters Deductible	Section 9.2(b)(ii)
Financials	Section 4.7(a)(ii)
FIRPTA Certificate	Section 6.3(f)
Guaranteed Obligations	Section 10.17(b)
Indemnified Party	Section 9.4(a)
Indemnifying Party	Section 9.4(a)
Insurance Policies	Section 4.24(a)
Interim Financials	Section 4.7(a)(ii)
Lease	Section 4.13
Leased Real Property	Section 4.13
Materiality Scrape	Section 9.2(a)
Material Contracts	Section 4.18(a)
Merger	Recitals
Merger Sub	Preamble
Merger Sub Units	Section 3.1(a)
Most Recent Balance Sheet	Section 4.7(a)(ii)
Most Recent Balance Sheet Date	Section 4.7(a)(ii)
Nassau Transaction	Section 6.15(j)
New Plans	Section 6.8(b)
Nonparty Affiliates	Section 10.13
Paying Agent	Section 3.3(a)
Paying Agent Agreement	Section 3.3(a)

20

Payment Fund	Section 3.3(e)
Pre-Closing Period	Section 6.2
Protected Date	Section 4.26(f)
Provider	Section 4.26(j)
R&W Insurance Commitment Letter	Section 5.9
R&W Policy	Section 5.9
Reinsurance Agreements	Section 4.24(b)
Related Party Agreement	Section 4.19
Releasee	Section 10.13
Releasor	Section 10.13
Remaining Escrow Funds	Section 3.2(e)
Remaining Reserve Amount	Section 3.2(d)
Replacement R&W Policy Representative Losses Reserve Account	Section 6.10(b) Section 6.5(d) Section 6.5(e)
Review Period	Section 3.4(d)(i)
Seller Indemnitees	Section 9.3(a)
Seller Representative	Preamble
Seller Tax Contest	Section 6.3(d)
Shortfall Amount	Section 3.4(f)
Stark Law	Section 4.26(j)
Stockholder Approval	Section 6.1(a)
Straddle Period	Section 6.3(g)
Survival Expiration Date	Section 9.1(c)
Surviving Corporation	Section 2.1
Tax Contest	Section 6.3(d)
Termination Date	Section 8.1(b)
Top Payor	Section 4.10(a)
Top Vendors	Section 4.10(b)
Transfer Taxes	Section 6.3(e)
Vested Company Options	Section 3.1(b)(vi)(A)
WARN Act	Section 4.20(c)
Warrant Shares	Section 3.1(b)(vii)

21

Section 1.3.    Interpretation.

(a)    The words, “herein,” “hereto,” “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or paragraph hereof. All instances of the words “include,” “includes” or “including” in this Agreement shall be deemed to mean “including without limitation”, whether or not it is in fact followed by those words or words of similar import. The word “or” shall be inclusive and not exclusive, unless the context otherwise requires. Any reference to any Law will be deemed also to refer to all rules and regulations promulgated thereunder, in each case, as amended, modified, codified, replaced or reenacted, in whole or in part. Any reference to any Contractual Obligation is to that Contractual Obligation as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. Any reference to an Article, Section, Exhibit, Appendix or Schedule is to the articles, sections, exhibits, appendices or schedules, if any, of and to this Agreement unless otherwise specified.

(b)    Unless the context of this Agreement otherwise requires, words of any gender include each other gender and words using the singular or plural number also include the plural or singular number, respectively.

(c)    References to “dollars,” “Dollars” and “$” will be references to United States Dollars. Where any amounts to be calculated pursuant to this agreement are wholly or partly denominated in any currency other than United States Dollars, then such amounts, to the extent so denominated, shall be calculated in the equivalent amount of United States Dollars using the exchange rate published by The Wall Street Journal on the date that is three (3) Business Days prior to the funding date or the date such calculation is to be made.

(d)    Except as otherwise specifically provided, a reference to any Person in this Agreement or any other agreement or document shall include such Person’s predecessors-in-interest, successors and permitted assigns; provided, however, that, for the avoidance of doubt, nothing in this Section 1.3(d) is intended to authorize, nor shall it be deemed to have authorized, any assignment or transfer not otherwise expressly permitted by this Agreement.

(e)    Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under GAAP.

(f)    The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(g)    The word “day”, unless otherwise indicated, shall be deemed to refer to a calendar day. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

22

(h)    “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(i)    Any document or item will be deemed “delivered,” “provided” or “made available” within the meaning of this Agreement if such document or item is included in the electronic data room not less than two (2) Business Days prior to the date of this Agreement.

(j)    The Parties are each represented by legal counsel and have participated jointly in the negotiation and drafting of the Transaction Documents. In the event an ambiguity or question of intent or interpretation arises, the Transaction Documents shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the Transaction Documents.

(k)    For the avoidance of doubt, following the Effective Time, any references in this Agreement to the “Company” shall be deemed to refer to or include the Surviving Corporation and all Company Subsidiaries.

ARTICLE II.

THE MERGER; CLOSING

Section 2.1.    The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

Section 2.2.    Closing. The closing of the Merger (the “Closing”) shall occur as promptly as practicable after the execution and delivery of this Agreement by the Parties, but no later than two (2) Business Days following the fulfillment or waiver of all conditions set forth in Article VII (other than those to be satisfied at the Closing itself, but subject to the satisfaction or waiver of such conditions) (the “Closing Date”), and shall take place through the execution and exchange, via .pdf copies of originally signed documents, of the documents and agreements contemplated herein, or at such other time and/or place as the Parties may mutually agree to in writing.

Section 2.3.    Effective Time. Subject to the provisions of this Agreement, as promptly as practicable on the Closing Date, the Parties shall file a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and shall make all other filings and recordings required under the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such subsequent date and time as the Company and Merger Sub shall agree and specify in the Certificate of Merger. The date and time at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”

23

Section 2.4.    Certificate of Incorporation, Bylaws and Officers and Directors of the Surviving Corporation.

(a)    The certificate of incorporation and bylaws of the Surviving Corporation shall be amended at the Effective Time to be in the forms attached hereto as Exhibits C and D, respectively, until thereafter amended in accordance with their terms and applicable Law.

(b)    The managers and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE III.

EFFECT OF THE MERGER ON STOCK; EXCHANGE AND PAYMENT

Section 3.1.    Effect on Capital Stock.

(a)    Merger Sub. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub or the Company, each issued and outstanding unit or percentage of membership interest of Merger Sub (“Merger Sub Units”) shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. Each certificate representing Merger Sub Units shall at the Effective Time represent an equal number of shares of the Surviving Corporation’s common stock, as applicable.

(b)    Company.

(i)    Acceleration of Unvested Awards. Prior to the Effective Time, the Company shall cause all unvested or un-exercised Awards (or portion thereof) (as applicable) that would be unvested or un-exercised at the Effective Time in accordance with the Company Equity Plan to become fully vested and (as applicable) exercisable immediately prior to the Effective Time (the “Award Acceleration”). Prior to the Closing, the board of directors of the Company shall adopt appropriate resolutions and take all other actions, including obtaining any necessary consents, to provide for the Award Acceleration.

(ii)    Warrant. Immediately prior to the Effective Time, the Warrant, to the extent not exercised in accordance with its terms prior to Closing, shall be deemed exercised in accordance with its terms and entitled to receive the consideration set forth in Section 3.1(b)(vii).

(iii)    Cancellation of Treasury Shares of the Company. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub or the Company, all shares of capital stock of the Company that are owned by the Company immediately prior to the Effective Time as treasury shares shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

24

(iv)    Conversion of Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub or the Company, each share of Common Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right of the holder thereof to receive, subject to the terms of Section 3.3, (A) an amount in cash, without interest, equal to the Closing Per Share Amount and (B) a contingent right to receive payment of each of the (1) Per Share Reserve Amount, (2) Per Share Escrow Amount and (3) Per Share Excess Amount.

(v)    Conversion of Preferred Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub or the Company, each share of Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and be converted into the right of the holder thereof to receive, subject to the terms of Section 3.3, (A) an amount in cash, without interest, equal to the Closing Per Share Amount and (B) a contingent right to receive payment of each of the (1) Per Share Reserve Amount, (2) Per Share Escrow Amount and (3) Per Share Excess Amount.

(vi)    Cancellation of Outstanding Company Options.

(A)    Subsequent to the Award Acceleration with respect to Awards that are Outstanding Company Options, but prior to the Effective Time, the Company shall cause all Outstanding Company Options, including those that become exercisable as part of the Award Acceleration (collectively, the “Vested Company Options”), to be terminated and cancelled as of the Effective Time in accordance with their terms and the provisions of the applicable Company Equity Plan, and the Vested Company Options shall be converted into, and shall represent only, the right of the holder thereof to receive, with respect to each share of Common Stock subject to such Vested Company Options, subject to the terms of Section 3.3, (A) an amount in cash, without interest, equal to the excess of the Closing Per Share Amount over the exercise price per share thereof (the aggregate amount payable pursuant to this Section 3.1(b)(vi)(A), the “Closing Option Consideration”), and (B) a contingent right to receive payment of each of the (1) Per Share Reserve Amount, (2) Per Share Escrow Amount and (3) the Per Share Excess Amount, in each case, net of applicable withholdings.

(B)    Prior to the Closing, the board of directors of the Company shall adopt appropriate resolutions and take all other actions, including obtaining any necessary consents, to (1) provide for the cancellation, effective as of the Effective Time, of all Outstanding Company Options as provided in Section 3.1(b)(vi)(A) and (2) terminate each Company Equity Plan and any other equity incentive plan of the Company and all rights thereunder as of the Effective Time, in each case, without Liability to Buyer, the Surviving Corporation or any of their respective Affiliates, other than the obligation to pay the amounts contemplated by Section 3.1(b)(vi)(A). Not later than three (3) Business Days prior to the Effective Time, the Company shall provide Buyer with drafts of all resolutions, consents and other written actions as may be required to effectuate the provisions of this Section 3.1 for Buyer’s reasonable review and comment.

25

(vii)    Warrant. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company Warrant Holder, Buyer, Merger Sub or the Company, the Warrant, to the extent not otherwise exercised by the Company Warrant Holder prior to Closing, shall be deemed exercised and with respect to each share of Common Stock issued upon such exercise of such Warrant (the “Warrant Shares”), such Warrant Shares shall be cancelled and extinguished and converted into the right of the holder thereof to receive, subject to the terms of Section 3.3 (A) an amount in cash, without interest, equal to the excess of the Closing Per Share Amount over the exercise price per share thereof (the aggregate amount payable pursuant to this Section 3.1(b)(vi), the “Closing Warrant Consideration”), and (B) a contingent right to receive payment of each of the (1) Per Share Reserve Amount, (2) Per Share Escrow Amount and (3) the Per Share Excess Amount.

(c)    Appraisal Shares. Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Stock held by a Stockholder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance with all of the relevant provisions of Section 262 of the DGCL (each such share an “Appraisal Share”), shall not be converted into or represent a right to receive payments under Section 3.1(b)(iv) or Section 3.1(b)(v), as applicable. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted by the applicable provisions of the DGCL; provided, however, that any holder of Appraisal Shares who, after the Effective Time, withdraws the demand for appraisal or loses the right of appraisal shall be deemed to be entitled, as of the Effective Time, to receive the amounts payable with respect to such Appraisal Shares under Section 3.1(b)(iv) or Section 3.1(b)(v), as applicable, subject to the terms of this Article III, including delivery of a Letter of Transmittal in accordance with Section 3.3(b). The Company shall provide prompt notice to Buyer of any demands for appraisal of any shares of Company Stock, and Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Section 3.2.    Payments at Closing. At Closing, the Estimated Aggregate Merger Consideration payable by Buyer shall be paid and distributed as follows (for the avoidance of doubt, in no event shall Buyer at Closing be required to pay to or on behalf of the Security Holders in exchange for the Company Equity Interests an amount greater than the Estimated Aggregate Merger Consideration Amount):

(a)    At the Closing, Buyer shall pay (or cause to be paid) to the Paying Agent for distribution to the Stockholders in accordance with Section 3.3 and the Allocation Schedule, a cash amount, by wire transfer of immediately available funds to an account designated by the Paying Agent at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Per Share Amount payable to the Stockholders pursuant to Sections 3.1(b)(iv) and 3.1(b)(v).

26

(b)    At the Closing, Buyer shall pay (or cause to be paid) to the Company, a cash amount, by wire transfer of immediately available funds to an account designated by the Company in writing at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Option Consideration payable in respect of all Vested Company Options pursuant to Section 3.1(b)(vi), for distribution to the Company Option Holders through the Company’s payroll system as specified in the Allocation Schedule. The amount paid to the Company Option Holders pursuant to this Section shall be net of applicable withholdings pursuant to Section 3.3(f).

(c)    At the Closing, Buyer shall pay (or cause to be paid) to the Paying Agent for distribution to the Company Warrant Holder, a cash amount, by wire transfer of immediately available funds to an account designated by the Paying Agent at least two (2) Business Days prior to the Closing, equal to the aggregate Closing Warrant Consideration payable in respect of all Warrant Shares pursuant to Section 3.1(b)(vii) as specified in the Allocation Schedule.

(d)    At the Closing, Buyer shall deposit (or cause to be deposited) with the Seller Representative, by wire transfer of immediately available funds to an account designated by the Seller Representative in writing at least two (2) Business Days prior to the Closing, the Reserve Amount. The Reserve Amount shall be used for the purposes set forth in Section 6.5(e). To the extent any amount becomes payable out of the Reserve Account to the Security Holders pursuant to Section 6.5(e) (such amount the “Remaining Reserve Amount”), the Seller Representative shall pay (or cause to be paid): (i) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with Section 3.3, (ii) to the Surviving Corporation, an amount equal to the portion of the Remaining Reserve Amount payable to Company Option Holders, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system and (iii) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Reserve Amount payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3.

(e)    At the Closing, Buyer shall deposit the Escrow Amount with Regions Bank, N.A. (the “Escrow Agent”), to be held in the account specified in the Escrow Agreement (the “Escrow Account”). The Escrow Funds shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Seller Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”). Buyer and the Seller Representative shall cause any Escrow Funds that are not paid to Buyer in accordance with the terms of this Agreement (such Escrow Funds, the “Remaining Escrow Funds”) to be distributed: (i) to the Paying Agent, in an amount equal to the portion of the Remaining Escrow Funds payable to the Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v), for distribution to such Stockholders in accordance with Section 3.3, (ii) to the Surviving Corporation, in an amount equal to the portion of the Remaining Escrow Funds payable to Company Option Holders, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system. and (iii) to the Paying Agent, an aggregate amount equal to the portion of the Remaining Escrow Funds payable to the Company Warrant Holder pursuant to Section 3.1(b)(vii), for distribution to such Company Warrant Holder in accordance with Section 3.3.

27

(f)    At the Closing, Buyer will pay (or cause to be paid) on behalf of the Company, the Estimated Seller Transaction Expenses by wire transfer of immediately available funds to the payees, in the amounts, and to the accounts set forth in the Allocation Schedule; provided, however, that, for the avoidance of doubt, any Estimated Seller Transaction Expenses payable to employees of the Company and the related employer portion of the Taxes shall be deposited with the Surviving Corporation and paid through the payroll system of the Surviving Corporation on the first normal payroll date of the Surviving Corporation following such deposit, net of any applicable withholdings.

(g)    At the Closing, Buyer shall pay (or cause to be paid) on behalf of the Company, all amounts set forth in the Debt Payoff Letters in accordance with the related wire transfer instructions set forth therein.

Section 3.3.    Paying Agent; Exchange of Certificates; Payment Procedures.

(a)    Paying Agent. The Parties hereby appoint Acquiom Financial LLC, a Colorado limited liability company, as the payments administrator in connection herewith (in such role, the “Paying Agent”) for the purpose of distributing to the Stockholders and holder of Warrant Shares the consideration payable to them pursuant to Section 3.1(b)(iv), Section 3.1(b)(v), and Section 3.1(b)(vii), as applicable. Contemporaneously herewith, Buyer, the Company and the Paying Agent are entering into a mutually agreeable payments administration agreement (the “Paying Agent Agreement”). All costs and expenses of the Paying Agent shall constitute Seller Transaction Expenses hereunder.

(b)    Payment Procedures. Prior to the Effective Time, and in no event later than ten (10) days after the date of this Agreement, the Company shall cause each Stockholder and the holder of Warrant Shares to be provided with a Letter of Transmittal. Upon surrender by a Stockholder and the holder of Warrant Shares of a Letter of Transmittal, including all deliverables required thereunder, duly executed and completed in accordance with its terms, the Paying Agent shall cause each Stockholder and each holder of Warrant Shares to be paid the amounts under Section 3.1(b)(iv), Section 3.1(b)(v) and Section 3.1(b)(vii), as applicable, payable with respect to the applicable shares of Company Stock. Upon delivery by a Company Option Holder of a duly executed option cancelation agreement in the form attached hereto as Exhibit F (a “Cancellation Agreement”), the Company shall pay to such Company Option Holder the amounts to be paid under Section 3.1(b)(vi) payable with respect to the applicable Vested Company Option, net of applicable withholdings. For the avoidance of doubt, no payments shall be made prior to the Closing. The Company shall cause the foregoing payments to be made at Closing to such Stockholders, holder of Warrant Shares, and/or Company Option Holders who have delivered the Letter of Transmittal or Cancellation Agreement, as applicable, in accordance with this Section 3.3(b) prior to or at Closing.

(c)    Lost Certificates. If any certificate evidencing shares of Company Stock (the “Certificates”) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and delivery of an indemnification agreement in favor of Buyer and the Company, as provided for in the Letter of Transmittal, by the Person claiming such Certificate to be lost, stolen or destroyed, upon delivery thereof

28

and the Letter of Transmittal in accordance with Section 3.3(b), the Paying Agent will cause the Person to be paid the amounts payable with respect to the applicable shares of Company Stock formerly represented thereby pursuant to Section 3.1(b)(iv) or Section 3.1(b)(v) as applicable.

(d)    No Further Ownership Rights in Company Stock. From and after the Effective Time, the share transfer books of the Company shall be closed and there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the Company Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and Buyer shall then pay, without interest, any amounts owing with respect to the applicable shares of Company Stock formerly represented thereby pursuant to Section 3.1(b)(iv) or and Section 3.1(b)(v), as applicable, subject to receipt of a Letter of Transmittal, including all deliverables required thereunder, duly executed and completed in accordance with its terms.

(e)    Termination of the Payment Fund. Any portion of the amounts paid by Buyer to the Paying Agent pursuant to Section 3.3 for payment to the Security Holders (the “Payment Fund”) which remains undistributed to the Security Holders on the date that is one (1) year after the date of deposit of such amounts shall be delivered to Buyer or the Surviving Corporation (at the direction of Buyer), and any Security Holders who have not theretofore complied with this Article III shall thereafter look only to Buyer and the Surviving Corporation for its respective portion of the Aggregate Adjusted Per Share Consideration Amount and any other amounts payable under this Article III, and Buyer shall, upon the request of any such Security Holder and execution by such Security Holder and delivery to Buyer of a Letter of Transmittal or other agreement reasonably required by Buyer, promptly pay to such Security Holder the portion of the Aggregate Adjusted Per Share Consideration Amount to which such Security Holder is entitled pursuant to Section 3.1(b). None of the Buyer Entities, the Company, the Surviving Corporation, the Seller Representative or the Paying Agent shall be liable to any Person in respect of any Aggregate Adjusted Per Share Consideration Amount and any other amounts payable under this Article III from the Payment Fund delivered to a public official pursuant to and in full compliance with any applicable abandoned property, escheat or similar applicable Law. Any amounts remaining unclaimed by the Security Holders four (4) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable Law, the property of Buyer free and clear of any claims or interest of any Person previously entitled thereto.

(f)    Withholding Rights. Buyer (and any of its Affiliates and any applicable withholding agent) and the Company, as applicable, shall be entitled to deduct and withhold, or cause to be deducted and withheld, in good faith, from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Tax Law; provided, however, that (i) prior to making any such deduction or withholding, Buyer, the Company or any Affiliate thereof, shall give any affected Security Holder (other than the Company Option Holders with respect to Outstanding Company Options) notice of its intention to make such deduction or withholding (such notice, which shall be given at least a commercially reasonable period of time before

29

such deduction or withholding is required, in order for such Security Holder to obtain reduction of or relief from such deduction or withholding), (ii) Buyer, the Company or an Affiliate thereof, as applicable, shall cooperate with each such Security Holder (other than the Company Option Holders with respect to Outstanding Company Options) to the extent reasonable in efforts to obtain reduction of or relief from such deduction or withholding, and (iii) Buyer, the Company or an Affiliate thereof, as applicable, shall timely remit to the appropriate Governmental Authority any and all amounts so deducted or withheld and timely file all Tax Returns and provide to the Security Holders (including the Company Option Holders) such information statements and other documents required to be filed or provided under applicable Law. All amounts withheld shall be treated for all purposes of this Agreement as being timely paid.

(g)    Escrow Amount. All parties hereto agree for all Tax purposes: (i) the right of the Security Holders to the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law, as appropriate; (ii) Buyer shall be treated as the owner of the Escrow Amount solely for Tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Sections 1.468B-8; (iii) if and to the extent any portion of the Escrow Amount is actually distributed to the Company Option Holders in respect of their Vested Company Options, such portion shall be treated as compensation paid at the time the portion of the Escrow Amount is actually released to such Company Option Holders and shall be subject to applicable withholding Tax at such time; (iv) if and to the extent any amount of the Escrow Amount is actually distributed to the Security Holders, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (v) in the event that the total amount of any interest and earnings earned on the Escrow Amount exceeds the imputed interest determined under clause (iv), such excess amount shall be treated as interest or other income and not as purchase price. Clause (v) of the preceding sentence is intended to ensure that the right of the Security Holders to the Escrow Amount and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All Parties hereto shall file all Tax Returns consistent with the foregoing, unless otherwise required by applicable Law.

Section 3.4.    Purchase Price Adjustment; Allocation Schedule.

(a)    At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer (i) a schedule setting forth in reasonable detail the Company’s good faith calculations of estimates of the Closing Net Working Capital Amount, calculated in accordance with Exhibit A (the “Estimated Net Working Capital Amount”), Closing Cash (the “Estimated Closing Cash”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”), and a calculation of the Estimated Aggregate Merger Consideration Amount (such certificate, the “Estimated Closing Statement”), which Estimated Closing Statement shall be prepared by the Company in consultation with Buyer, and (ii) an allocation schedule setting forth: (A) each Stockholder’s name and the number of shares of each class or series of Company Stock held by such Person immediately prior to the Effective Time; (B) for each Company Option Holder, (I) the number of shares of, and class or series

30

of, Company Stock into which such Company Option Holder’s Vested Company Options were exercisable immediately prior to the Effective Time (and upon the Award Acceleration, if applicable), and (II) the exercise price of such Vested Company Options; (C) for the Company Warrant Holder to the extent the Warrant is unexercised as of the Closing, (I) the number of shares of, and class or series of, Company Stock into which such Warrant was deemed exercised immediately prior to the Effective Time, and (II) the exercise price of such Warrant; (D) the Closing Per Share Amount; (E) the portion of the Estimated Aggregate Merger Consideration Amount payable to (I) each Stockholder pursuant to each of Section 3.1(b)(iv)(A) or Section 3.1(b)(v)(A), in the aggregate, (II) each Company Option Holder as Closing Option Consideration pursuant to Section 3.1(b)(vi)(A) in the aggregate, and (III) the Company Warrant Holder to the extent the Warrant is unexercised as of the Closing as Closing Warrant Consideration pursuant to Section 3.1(b)(vii)(A); (F) for each Security Holder their Pro Rata Portion of the Escrow Amount, the Reserve Amount and the Excess Amount and (G) for each payee of Seller Transaction Expenses, the name of such payee, the amount of Seller Transaction Expenses owed to such payee, and the account to which payment of such Seller Transaction Expenses will be made at Closing (such allocation schedule, the “Allocation Schedule”). The amounts set forth on the Allocation Schedule shall be calculated by the Company in accordance with the Company’s Organization Documents, including the Company Charter.

(b)    Buyer, the Company and each Security Holder hereby agrees that the amounts set forth in the Allocation Schedule shall govern the allocation of any amounts payable to the Security Holders in connection with the Contemplated Transactions. Buyer and the Company shall be entitled to rely solely on the Allocation Schedule with respect to the amounts allocated and payable to the Security Holders pursuant hereto thereto. Once Buyer or the Company has made (or caused to be made) any payments required to be made hereunder to the Security Holders in accordance with the Allocation Schedule, such payments shall constitute a complete discharge of the relevant payment obligation of Buyer hereunder to such Security Holders.

(c)    As soon as reasonably practicable, but no later than one hundred twenty (120) days following the Closing Date, Buyer shall (i) cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s calculations of the Closing Net Working Capital Amount (calculated in accordance with Exhibit A), Closing Cash (calculated in accordance with Exhibit G), the Closing Indebtedness, the Seller Transaction Expenses and the Aggregate Merger Consideration Amount and (ii) deliver to the Seller Representative, together with reasonable supporting detail, the Closing Statement. From and after the Seller Representative’s receipt of the Closing Statement until the calculations set froth therein are finally determined pursuant to this Section 3.4, the Seller Representative, its Affiliates and their auditors, accountants and other Representatives shall be permitted reasonable access to the Surviving Corporation, its Subsidiaries and their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by the Seller Representative (including, subject to the consent of the auditors or accountants, the information, data and work papers used by auditors or accountants that assisted in the preparation of the Closing Statement).

31

(d)    Disputes.

(i)    If the Seller Representative disputes the calculations of any of the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, the Seller Transaction Expenses or the Aggregate Merger Consideration Amount as set forth in the Closing Statement, then the Seller Representative shall deliver a written notice (a “Dispute Notice”) to Buyer at any time during the thirty (30) day period commencing upon receipt by the Seller Representative of the Closing Statement (the “Review Period”). The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.

(ii)    If the Seller Representative does not deliver a Dispute Notice to Buyer prior to the expiration of the Review Period, Buyer’s calculation of the Closing Net Working Capital Amount, Closing Cash, the Closing Indebtedness, the Seller Transaction Expenses and the Aggregate Merger Consideration Amount set forth in the Closing Statement shall be conclusive and binding upon the Parties and their Affiliates and Representatives, nonappealable, and not be subject to further review, and shall be considered final for all purposes hereunder.

(iii)    If the Seller Representative delivers a Dispute Notice to Buyer prior to the expiration of the Review Period, then the Seller Representative and Buyer shall negotiate in good faith to reach agreement on the items comprising the Closing Statement that are in dispute. If the Seller Representative and Buyer are unable to reach agreement on all the items that are in dispute within twenty (20) days after the end of the Review Period, either Party shall have the right to refer such dispute to PricewaterhouseCoopers (such firm, or any successor thereto or other firm mutually agreed to by Buyer and the Seller Representative, being referred to herein as the “Designated Accounting Firm”) after such twentieth (20^th) day. There shall be no ex parte communications in connection herewith between the Seller Representative, Buyer, or any of their respective Representatives, on the one hand, and the Designated Accounting Firm, on the other hand, other than written answers by the Seller Representative or Buyer to written questions of the Designated Accounting Firm, which will be provided by such Party promptly upon any request by the Designated Accounting Firm (in each case, copies of which shall be provided simultaneously to the other Party). In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) within thirty (30) days after its engagement, the Designated Accounting Firm shall make determinations in respect of those specific items that are disputed in the Dispute Notice, and all determinations shall be based solely on the presentations of Buyer and the Seller Representative and their respective Representatives, and not by independent review, (B) in resolving any disputed item, the Designated Accounting Firm: (1) shall be bound by the principles set forth in this Agreement, and (2) shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, and (C) the determination made by the Designated Accounting Firm of the items in dispute shall be conclusive, binding upon the Parties and their Affiliates and Representatives, nonappealable and considered final for all purposes hereunder and shall not be subject to further review. The fees and costs of the Designated Accounting Firm shall be payable by Buyer, on the one hand, and the Security Holders, on the other hand, based upon the percentage which the portion of the disputed amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Designated Accounting Firm. For example, if the disputed amount is $1,000 and the Designated Accounting Firm awards $600 in favor of the Seller Representative’s position, then 60% of the fees and costs of the Designated Accounting Firm would be borne by Buyer and 40% of such fees and costs would be borne by the Security Holders.

32

(e)    If the Aggregate Merger Consideration Amount, less Closing Indebtedness, and less Seller Transaction Expenses as finally determined pursuant to this Section 3.4 exceeds the Estimated Aggregate Merger Consideration Amount, less Estimated Closing Indebtedness, less Estimated Seller Transaction Expenses (such excess, the “Excess Amount”), then Buyer shall, no later than five (5) Business Days after such determination, pay (or cause to be paid): (i) to the Paying Agent, an amount equal to the aggregate Per Share Excess Amounts payable to the Stockholders as specified in the Allocation Schedule, for distribution to such Stockholders pursuant to Section 3.1(b)(iv) and Section 3.1(b)(v) in accordance with Section 3.3, (ii) to the Surviving Corporation, an amount equal to the aggregate Per Share Excess Amounts payable to Company Option Holders as specified on in Allocation Schedule, for distribution to the Company Option Holders pursuant to Section 3.1(b)(vi) through the Surviving Corporation’s payroll system, and (iii) to the Paying Agent, an amount equal to the aggregate Per Share Excess Amounts payable to the Company Warrant Holder as specified in the Allocation Schedule, for distribution to such Company Warrant Holder pursuant to Section 3.1(b)(vii) in accordance with Section 3.3. Additionally, Buyer and Seller Representative shall promptly deliver joint written instructions to the Escrow Agent within three (3) Business Days after the Excess Amount is finally determined pursuant to this Section 3.4 instructing the Escrow Agent to pay the Adjustment Escrow Amount to the Paying Agent and the Company, as applicable, for further distribution to the Security Holders in the manner described in Section 3.4(e).

(f)    If the Aggregate Merger Consideration Amount, less Closing Indebtedness, and less Seller Transaction Expenses as finally determined pursuant to this Section 3.4 is less than the Estimated Aggregate Merger Consideration Amount, less Estimated Closing Indebtedness, and less Seller Transaction Expenses (such shortfall, the “Shortfall Amount”), then (i) Buyer and the Seller Representative shall promptly deliver joint written instructions to the Escrow Agent within three (3) Business Days after the Shortfall Amount is finally determined pursuant to this Section 3.4 instructing the Escrow Agent to pay to Buyer, from the Escrow Account, an amount equal to the Shortfall Amount and, if the Adjustment Escrow Amount exceeds the Shortfall Amount, the balance of the Adjustment Escrow Amount to the Paying Agent and the Company, as applicable, for further distribution to the Security Holders in the manner described in Section 3.4(e).

(g)    Any payments made pursuant to this Section 3.4 shall constitute an adjustment of the Aggregate Merger Consideration Amount for Tax purposes and shall be treated as such by the Parties on their Tax Returns to the extent permitted by applicable Law.

(h)    Notwithstanding anything herein to the contrary, Buyer acknowledges that the sole and exclusive remedy of itself, Merger Sub, the Surviving Corporation and any other Person to receive payments owed to it under this Section 3.4 shall in no event exceed the aggregate amount of the Escrow Funds (inclusive of both the Adjustment Escrow Amount and the Indemnity Escrow Amount) and that the Escrow Funds shall not be available to satisfy any other claim or obligation hereunder.

33

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

The Company hereby represents and warrants to the Buyer Entities as of the date hereof and as of the Closing Date as follows:

Section 4.1.    Organization. The Company and its Subsidiaries are duly incorporated or organized, validly existing and, if applicable, in good standing (or equivalent), if applicable, under the Laws of its jurisdiction of incorporation or organization and each has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (or equivalent), if applicable, in each jurisdiction where the conduct of the business of the Company or such Subsidiary, as the case may be, requires such license or qualification. Prior to the date hereof, the Company has made available to the Buyer Entities true, correct, and complete copies of the Organizational Documents of the Company and each of its Subsidiaries.

Section 4.2.    Power and Authorization. The Company has all requisite power and authority necessary for the execution, delivery and performance by it of this Agreement and each Ancillary Agreement to which it is a party. The Company has duly authorized by all necessary action the execution, delivery and performance of this Agreement and each such Ancillary Agreement to which it is a party, and, except with respect to the Stockholder Approval, no other corporate proceeding by the Company is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement and each Ancillary Agreement to which the Company is a party (a) have been, or in the case of Ancillary Agreements to be executed after the date hereof, will be at the Closing, duly executed and delivered by the Company and (b) are a legal, valid and binding obligation of the Company, Enforceable against the Company in accordance with their respective terms. This Agreement and the Contemplated Transactions must be approved by those Stockholders of the Company holding at least fifty percent (50%) of the voting capital stock of the Company and those Stockholders of the Company holding at least sixty-seven percent (67%) of the outstanding shares of Preferred Stock in order for this Agreement and the Contemplated Transactions to be duly authorized under the Company’s Organizational Documents and the DGCL. The Stockholder Approval, upon delivery to Buyer, shall have been duly executed by each Stockholder party thereto and each such Stockholder shall have been duly authorized to join in such Stockholder Approval.

Section 4.3.    Authorization of Governmental Authorities. Except (i) for the HSR Act filing and such other filings listed on Section 4.3 of the Disclosure Schedule that are required under Competition Laws, (ii) the filing of the Certificate of Merger or (iii) as otherwise set forth on Section 4.3 of the Disclosure Schedule, no action by (including any authorization by or consent or approval of), or in respect of, or filing with, any Governmental Authority is required by or on behalf of the Company or any of its Subsidiaries or in respect of the Company or any of its Subsidiaries, for, or in connection with (a) the valid and lawful authorization, execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions.

34

Section 4.4.    Noncontravention. Except as set forth on Section 4.4 of the Disclosure Schedule, neither the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which it is or becomes a party, nor the consummation by the Company of the Contemplated Transactions hereunder, will (a) conflict with or violate any provision of any Organizational Documents of the Company or any of its Subsidiaries; (b) contravene or conflict with, require consent or notice under, or result in a breach or violation of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, consent, cancellation, acceleration or adverse modification under, any of the terms, conditions or provisions of any Material Contract; (c) result in the payment of any penalty, fee or other similar amount under any Material Contract; (d) violate any Laws applicable to the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries; or (e) result in the creation or imposition of any Encumbrance on any assets or properties of the Company or any of its Subsidiaries.

Section 4.5.    Capitalization of the Company.

(a)    Authorized and Outstanding Equity Interests. Section 4.5(a) of the Disclosure Schedule sets forth a true, correct, and complete schedule of (i) each class and series of capital stock of the Company, (ii) the aggregate number of shares of each such class and series that are issued and outstanding, and (iii) a list of each Stockholder and its name in the Company’s records and opposite such Stockholder’s name the number of shares of each class and series of capital stock of the Company issued to and held by such Stockholder. Except for the Common Stock, the Preferred Stock, the Outstanding Company Warrant and the Outstanding Company Options, there are no shares of capital stock or other Equity Interests of the Company of any class or series authorized for issuance. All outstanding shares of capital stock of the Company are duly authorized and at the time of issuance were validly issued, fully paid and nonassessable and, except as set forth on Section 4.5 of the Disclosure Schedule, are not subject to, issued or held in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the DGCL, the Company’s Organizational Documents or any Contractual Obligation to which the Company is a party or by which any of its properties, rights or assets is bound.

(b)    Section 4.5(b) of the Disclosure Schedule sets forth a true, correct, and complete schedule of the number of Outstanding Company Options and Outstanding Company Warrant, whether or not presently vested or exercisable, the number of shares of each class or series of Company Stock into which such Outstanding Company Option and Outstanding Company Warrant is exercisable, the name of each holder of such Outstanding Company Options and Outstanding Company Warrant and the exercise price of such Outstanding Company Options and such Outstanding Company Warrant.

(c)    Except for the options and warrant set forth on Section 4.5(b) of the Disclosure Schedule, there are no authorized or outstanding options, warrants, rights, convertible or exchangeable securities, subscriptions, “phantom” stock rights, stock appreciation rights, stock-based performance units, calls or commitments of any character, or other Awards, written or oral, to which the Company is a party or by which the Company or any of its properties, assets or rights is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any

35

shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or Contractual Obligation.

(d)    Except as set forth on Section 4.5(d) of the Disclosure Schedule, (i) there are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the Equity Interests of the Company, (ii) there are no agreements or understandings to which the Company is a party providing preemptive rights or other similar rights in respect of any Equity Interests in the Company, (iii) there are no agreements or understandings to which the Company is a party creating any Encumbrances on, or relating to the ownership or transfer of, any Equity Interests in the Company, (iv) except as set forth in the Organizational Documents of the Company, there are no agreements or understandings to which the Company is a party which obligates the Company to purchase, redeem or otherwise acquire or make any payment (including any dividend or distribution) in respect of, any Equity Interest in the Company, and (v) there are no existing rights under any agreement or understanding to which the Company is a party with respect to registration under the Securities Act of 1933, as amended, of any Equity Interests in the Company.

(e)    Prior to the Closing, the board of directors of the Company shall have adopted resolutions and taken all other necessary actions, including obtaining any necessary consents, to (1) provide for the cancellation, effective as of the Effective Time, of all Outstanding Company Options as provided in Section 3.1(b)(vi)(A) and (2) termination of each Company Equity Plan and all rights thereunder as of the Effective Time.

Section 4.6.    Subsidiaries. Each Company Subsidiary has the capitalization set forth on Section 4.6 of the Disclosure Schedule, which sets forth for each Company Subsidiary each class and series of Equity Interests, the aggregate number of shares of each such class and series of Equity Interests that are issued and outstanding, and a list of each holder of such Equity Interests and opposite such holder’s name the number of shares of each class and series of Equity Interests issued to and held by such holder. All issued and outstanding shares of capital stock, membership interests or other equity interests of each Company Subsidiary, as applicable, have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive rights. All such shares of capital stock, membership interests or other equity interests of each Company Subsidiary held by the Company or its Subsidiaries, as applicable, including, without limitation, those of the Company Joint Ventures, are held pursuant to good title, free and clear of any Encumbrances other than transfer restrictions and rights of first refusal arising under federal or state securities laws or pursuant to the Organizational Documents of such Company Subsidiary or Company Joint Venture. Except as set forth on Section 4.6 of the Disclosure Schedule or in the Organizational Documents of such Company Subsidiary, no Company Subsidiary is a party to any outstanding option, warrant, call, put or subscription agreement which obligates it to issue, sell or transfer, or repurchase or redeem any shares of the capital stock, membership interests or other equity interest in the Company or any Company Subsidiary.

36

Section 4.7.    Financial Matters.

(a)    Attached to Section 4.7(a) of the Disclosure Schedule are true, correct, and complete copies of:

(i)    the audited combined balance sheets of the Company and St. Thomas Home Recovery Care, LLC as of December 31, 2020 and December 31, 2019, and the related audited combined statements of income and cash flow of the Company and St. Thomas Home Recovery Care, LLC for the fiscal years then ended, accompanied by any notes thereto and the reports of the Company’s independent accountants with respect thereto (such financial statements, collectively, the “Audited Financials” and such balance sheet as of December 31, 2020, the “Audited Balance Sheet” and the date thereof the “Audited Balance Sheet Date”); and

(ii)    the unaudited combined balance sheets of the Company and St. Thomas Home Recovery Care, LLC as of May 31, 2021 (the “Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”) and the related unaudited combined statements of income and cash flow of the Company and St. Thomas Home Recovery Care, LLC for the five (5) months then ended (the “Interim Financials” and, together with the Audited Financials, the “Financials”).

(b)    The Financials were prepared on the basis of and are consistent in all material respects with the books and records of the Company and its Subsidiaries kept in the ordinary course, are consistent with past practice, and are in accordance with GAAP (subject in the case of the Interim Financials, to normal recurring year-end adjustments (which adjustments will not be, individually or in the aggregate, material in amount or scope, and the absence of notes) applied on a consistent basis throughout the periods indicated and fairly present in all material respects the financial position and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the periods indicated).

(c)    Except as set forth on Section 4.7(c) of the Disclosure Schedule, the Company and its Subsidiaries (i) do not have any outstanding Indebtedness and (ii) are not obligated to make any loans or advances to any Person. Neither the Company nor any Subsidiary thereof has assumed, guaranteed, or otherwise become directly or contingently liable on any Indebtedness of any other Person.

Section 4.8.    Accounts Receivable; Accounts Payable.

(a)    All of the accounts receivable of the Company and its Subsidiaries (i) represent sales actually made in the Ordinary Course of Business, and (ii) constitute legal, valid, binding and enforceable obligations owed to the Company and its Subsidiaries. All accounts receivable of the Company and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business consistent with past practice and are reflected in the books and records of the Company and its Subsidiaries and, to the extent arising prior to the Most Recent Balance Sheet Date, in the Interim Financials in accordance with GAAP consistently applied.

37

(b)    All accounts payable and notes payable of the Company and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business no such account payable or note payable is materially delinquent in its payment.

Section 4.9.    Absence of Undisclosed Liabilities. Except as set forth on Section 4.9 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have any material Liabilities of any kind, other than (i) Liabilities set forth on the Most Recent Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Most Recent Balance Sheet Date, none of which results from or arises out of any breach of contract, breach of warranty, tort, misappropriation, infringement, or violation of Law, or (iii) Liabilities that would not be required to be reflected on a combined balance sheet of the Company and its Subsidiaries in accordance with GAAP.

Section 4.10.    Material Third-Party Payors and Material Vendors.

(a)    Section 4.10(a) the Disclosure Schedule sets forth a true, correct, and complete list of the top ten (10) Third-Party Payors of the Company and its Subsidiaries measured by revenue received by the Company and its Subsidiaries during (a) the fiscal year ended December 31, 2020 and (b) the 2021 fiscal year to May 31, 2021 (collectively, the “Top Payors”). During the last twelve (12) months, neither the Company nor the applicable Company Subsidiary have received any written or, to the Company’s Knowledge, oral notice that any of the Top Payors has terminated or materially reduced or intends to terminate or materially reduce its business with the Company or the applicable Company Subsidiary (whether as a result of the consummation of the Contemplated Transactions or otherwise).

(b)    Section 4.10(b) the Disclosure Schedule sets forth a true, correct, and complete list of the top twelve (12) vendors of the Company and its Subsidiaries measured by amounts paid thereto by the Company and its Subsidiaries during (a) the fiscal year ended December 31, 2020 and (b) the 2021 fiscal year to May 31, 2021 (collectively, the “Top Vendors”). During the last twelve (12) months, neither the Company nor the applicable Company Subsidiary have received any written or, to the Company’s Knowledge, oral notice that any of the Top Vendors has terminated or materially reduced or intends to terminate or materially reduce its business with the Company or the applicable Company Subsidiary (whether as a result of the consummation of the Contemplated Transactions or otherwise).

Section 4.11.    Absence of Certain Developments. Since the Most Recent Balance Sheet Date,

(a)    there has not been a Company Material Adverse Effect,

(b)    except in connection with the Contemplated Transactions, the Company and its Subsidiaries have conducted business in all material respects in the Ordinary Course of Business, and

38

(c)    except as set forth on Section 4.11(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries have:

(i)    sold, exchanged, transferred, assigned or otherwise disposed of, or pledged, mortgaged, leased or encumbered in any way, any of its material assets or rights (tangible or intangible) other than the sale of its services and/or products in the Ordinary Course of Business;

(ii)    declared or paid or set aside any dividends or reserved funds or authorized or made any distribution upon or with respect to its Equity Interests, whether in cash or in kind, or directly or indirectly redeemed, purchased or otherwise acquired any of its capital stock or other Equity Interests;

(iii)    (A) issued any note, bond or other debt security, or otherwise created, incurred, assumed or guaranteed any Indebtedness, (B) assumed, guaranteed or endorsed the obligations of any other Person, or (C) repaid, canceled or compromised any Indebtedness of the Company or any of its Subsidiaries;

(iv)    made any loans or advances to any Person, other than advances for travel or other routine business expenses made in the Ordinary Course of Business;

(v)    made any change in any accounting principle, method or practice used by the Company or any of its Subsidiaries, including, without limitation, any change in cash management, billing, collection or other accounting practices including with respect to sales, receivables, payables, or expenses (including any change in depreciation or amortization policies or rates);

(vi)    made or changed any material Tax election, filed any amended Tax Return, entered into any agreement (including, without limitation, a closing agreement) with respect to Taxes (other than in the Ordinary Course of Business), surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, adopted or changed any material accounting methods, practices or periods for Tax purposes, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement, or settled any Tax claim or assessment;

(vii)    (A) acquired (including by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other entity or business organization or division thereof or any Equity Interest therein, or (B) otherwise acquired any assets or property of any Person other than (in the case of this clause (B) only) any capital expenditures or commitments for the same which do not exceed $250,000 in the aggregate;

(viii)    adopted a plan of complete or partial liquidation or authorized or undertook a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(ix)    authorized, issued, transferred, sold, purchased, redeemed, retired, granted, delivered or otherwise disposed of any of its capital stock or other Equity Interests, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or other Equity Interests, or modified or amended any right of any holder of any of its outstanding capital stock or other Equity Interests;

39

(x)    had any material Encumbrance placed on any of the properties of the Company or any of its Subsidiaries;

(xi)    (A) granted or promised any increase in any benefits under any Employee Plan or made, granted or promised any bonus, wage, salary or compensation increase to, or made any other material change in employment terms for, any director, officer, employee or Contingent Worker of the Company or any of its Subsidiaries, other than any increase adopted in the Ordinary Course of Business that does not exceed five percent (5%) of the related Person’s salary or as otherwise required by applicable Law; (B) made or promised any bonus payment or arrangement to or with any employees or Contingent Workers of the Company or any of its Subsidiaries other than bonus payments or arrangements paid in accordance and subject to the terms and conditions of the bonus plan set forth on Section 4.17(a) of the Disclosure Schedule; or (C) amended or terminated any existing Employee Plan, except as required by applicable Law, or adopted any new Employee Plan;

(xii)    instituted or settled any claim or lawsuit for an amount involving in excess of $100,000 in the aggregate or involving equitable or injunctive relief;

(xiii)    hired, engaged or the employment or engagement, or otherwise received notification of the resignation, of any officer, employee or Contingent Worker of the Company or any of its Subsidiaries who earned or will earn annual base compensation in excess of $144,999;

(xiv)    sold, assigned, exclusively licensed, transferred, abandoned, allowed to lapse or otherwise disposed of any material Proprietary Rights owned or used by the Company or any of its Subsidiaries, except in the Ordinary Course of Business;

(xv)    amended or modified in any material respect, renewed, terminated or granted any release or relinquishment of any material right under any Material Contract or Insurance Policy in a manner that adversely affects in a material manner the Company or any of its Subsidiaries, in each case, except for Material Contracts or Insurance Policies entered into, renewed or extended in the Ordinary Course of Business; or

(xvi)    authorized or entered into any agreement, contract or commitment to do any of the foregoing or authorized, taken or agreed to take (or failed to take) any action with respect to the foregoing.

Section 4.12.    Assets.

(a)    The Company and its Subsidiaries have good title to, or, in the case of property held under a lease or other Contractual Obligation, an Enforceable leasehold interest in, or adequate rights to use, all of its Assets, including all Assets reflected in the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date (except for such Assets that have been sold or otherwise disposed of since the Most Recent Balance Sheet Date in the Ordinary Course of Business), free and clear of all Encumbrances.

40

(b)    Section 4.12(b) of the Disclosure Schedule sets forth a true, correct and complete listing as of the Most Recent Balance Sheet Date of all tangible personal property owned by the Company and its Subsidiaries as of such date with a depreciated book value of at least $20,000.

(c)    Section 4.12(c) of the Disclosure Schedule sets forth a summary of all leases for leased tangible personal property that have annual rental payments in excess of $20,000.

(d)    The Assets of the Company and its Subsidiaries constitute all of the Assets necessary for the conduct of the Business as currently conducted on the date hereof. All of the Company’s and its Subsidiaries’ material personal property is in good operating condition and repair, ordinary wear and tear excepted.

Section 4.13.    Real Property. Neither the Company nor any of its Subsidiaries owns and has never owned any real property. Section 4.13 of the Disclosure Schedule sets forth a true, correct, and complete list of all real property leased, subleased (either as sublandlord or subtenant), licensed or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have made available to Buyer true, correct, and complete copies of each of the leases, subleases, licenses, concessions and other agreements, including all amendments, extensions, supplements and modifications thereto with respect to each Leased Real Property (each, a “Lease”). With respect to each Lease: (a) such Lease is valid, binding, Enforceable against the Company or the applicable Company Subsidiary and, to the Company’s Knowledge, the other parties thereto, and in full force and effect, and the Company or the applicable Company Subsidiary has a valid and Enforceable leasehold interest in each parcel of Leased Real Property leased pursuant to such Lease; (b) there are no existing defaults thereunder by the Company or any Company Subsidiary (as applicable) or, to the Company’s Knowledge, the lessor thereof; and (c) neither the Company nor any of its Subsidiaries have assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or Leased Real Property or any interest therein. All rent and other amounts due and payable with respect to Leases have been paid. Neither the Company nor any of its Subsidiaries has received notice that the landlord with respect to any Lease would refuse to renew such Lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. With respect to the Leases, (i) the Company’s and its Subsidiaries’ possession and quiet enjoyment of such Leased Real Property has never been disturbed, and there are no current disputes with respect to any such Lease, (ii) no security deposit or portion thereof deposited with respect to Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iii) the Company and its Subsidiaries do not owe any brokerage commissions or finder’s fees with respect to such Lease, and (iv) none of the Leases is subject to any sublease, license, or other right of another party to use or occupy such Leased Real Property.

Section 4.14.    Proprietary Rights.

(a)    The Company and its Subsidiaries own all of the Proprietary Rights comprising the Care Convergence system, free and clear of all Encumbrances.

41

(b)    The Company and its Subsidiaries own, or have a right to use pursuant to a written agreement, all of the Proprietary Rights used in the conduct of the business of the Company and its Subsidiaries as currently conducted (the “Company Proprietary Rights”), including, without limitation, their respective Software and Systems, free and clear of all Encumbrances.

(c)    Section 4.14(c) of the Disclosure Schedule sets forth a complete list of the following Proprietary Rights that are owned by the Company or any of its Subsidiaries: (a) issued patents and pending patent applications; (b) registrations and applications for registration of any copyrights; (c) registrations and applications for registration of any Trademarks; and (d) Internet domain names. Except as set forth on Section 4.14(c) of the Disclosure Schedule, all Company Proprietary Rights owned by the Company or its Subsidiaries that have been issued by, or registered or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world, have been duly maintained (including the payment of maintenance fees) and the Company has timely made with the applicable Governmental Authority all filings and submissions needed for the issuance and/or registration of such Proprietary Rights.

(d)    Except as set forth on Section 4.14(d) of the Disclosure Schedule, since the Lookback Date: (a) no written or, to the Company’s Knowledge, oral claim contesting the validity, enforceability, registerability, patentability, use or ownership of any Company Proprietary Rights has been received by the Company or any of its Subsidiaries and, to the Company’s Knowledge, none has been threatened; (b) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries have infringed or misappropriated any Proprietary Rights of any third party; and (c) neither the Company nor any of its Subsidiaries have received any written or, to the Company’s Knowledge, oral notice of any infringement or misappropriation of any Proprietary Rights of any third party. To the Company’s Knowledge, no third party is infringing or misappropriating the Company Proprietary Rights.

(e)    To the Company’s Knowledge, it will not be necessary to use any inventions of any employees or consultants of the Company or its Subsidiaries made prior to their employment by the Company. Each employee and consultant of the Company and its Subsidiaries has assigned to the Company and its Subsidiaries all intellectual property rights he or she owns that are related to the business of the Company and its Subsidiaries as now conducted.

Section 4.15.    Legal Compliance; Permits. The Company and its Subsidiaries are in, and since the Lookback Date have been in, compliance in all material respects with all Laws applicable to it, and since the Lookback Date, neither the Company nor any of its Subsidiaries have been a party to or bound by any Governmental Order (or other agreement entered into in any proceeding with any Governmental Authority) with respect to the Company, any of its Subsidiaries or any of Company’s or such Subsidiary’s respective assets, products or business activities. Section 4.15 of the Disclosure Schedule sets forth a true, correct and complete list of each material Permit owned, held or possessed by the Company or any of its Subsidiaries as of the date hereof, and the expiration date of each such Permit (if any). The Company and each of its Subsidiaries have since the Lookback Date possessed all material Permits required under applicable Laws or which are necessary in connection with the conduct of its business. The Company and

42

each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects with the terms and conditions of each Permit held by the Company or such Company Subsidiary, and all such Permits are valid and are in full force and effect. Since the Lookback Date, neither the Company nor any of its Subsidiaries have received any written, or to the Company’s Knowledge, oral notice of any cancellation, default or dispute concerning any Permit.

Section 4.16.    Tax Matters.

(a)    The Company and its Subsidiaries have filed, or have caused to be filed on their behalf (taking into account all valid extensions), all Tax Returns required to be filed by the Company and its Subsidiaries, and all such Tax Returns are true, complete and correct in all material respects. All material Taxes due and owing (whether or not shown on any Tax Return) by the Company and its Subsidiaries have been timely paid in full. There are no Encumbrances with respect to Taxes upon any Assets of the Company or any of its Subsidiaries.

(b)    There is no dispute or claim concerning any Tax Liability of the Company or any Subsidiary claimed or raised by any Governmental Authority of which the Company or its Subsidiaries have received notice. To the Knowledge of the Company and its Subsidiaries, no audits or other proceedings by any Governmental Authority are in progress with regard to any Taxes or Tax Returns of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has waived in writing any statute of limitation in respect of Taxes beyond the date hereof or agreed to any extension of time beyond the date hereof with respect to a Tax assessment or deficiency.

(c)    The accrued and unpaid Tax Liabilities of the Company and its Subsidiaries did not as of the Most Recent Balance Sheet Date exceed the reserve for Tax Liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for the Company and its Subsidiaries included on the face of the Most Recent Balance Sheets (rather than in any notes thereto), and will not, as of the close of the Closing Date, exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries in filing its Tax Returns.

(d)    No written or, to the Company’s Knowledge, any other claim has been made in the past three (3) years by an authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by such jurisdiction, and to the Company’s Knowledge there is no basis for any such claim to be sustained.

(e)    Neither the Company nor any of its Subsidiaries have been a member of an affiliated, consolidated, combined, unitary or aggregate group (including pursuant to Section 1502 of the Code) or filed any Tax Return as a member of such group (other than of which the common parent was the Company), or has any Liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.

43

(f)    Neither the Company nor any of its Subsidiaries have participated in any “listed transaction,” as defined under Treasury Regulations Section 1.6011-4 or any “tax shelter” within the meaning of Section 6662 of the Code.

(g)    In the past five (5) years, neither the Company nor any of its Subsidiaries have distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 and 361 of the Code.

(h)    No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings related to Taxes have been entered into, issued by or requested from any Governmental Authority with or in respect of the Company or any of its Subsidiaries.

(i)    The Company and its Subsidiaries have deducted, withheld and paid all material Taxes required to have been deducted, withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and the Company and its Subsidiaries have complied in all material respects with any applicable information reporting and recordkeeping requirements with respect to such amounts withheld.

(j)    There are no outstanding agreements, arrangements, waivers, or objections extending or waiving the statutory period of limitations or providing for an extension of time with respect to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from, or the filing of any Tax Return by, or any payment of Taxes by the Company or any of its Subsidiaries for any taxable period. No request for any such waiver or extension is currently pending.

(k)     Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

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

(ii)    use of an improper method of accounting for a taxable period ending on or prior to the Closing Date;

(iii)    ‘‘closing agreement’’ as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date;

(iv)    intercompany transactions or any excess loss account described in Treasury Regulations Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law);

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

44

(vi)    prepaid amount received on or prior to the Closing Date; or

(vii)    election under Code Section 108(i).

(l)    The representations and warranties in this Section 4.16 (and, to the extent related to Taxes, Section 4.17 (Employee Benefits)) may be relied upon only with respect to Taxes incurred with respect to Pre-Closing Tax Periods and are not guarantees of Tax positions or Tax attributes to be taken or applied with respect to any Tax period other than a Pre-Closing Tax Period; for the avoidance of doubt, the Company is not (nor is any other Person) making any representation as to the availability of any net operating loss, Tax credit or other Tax-related carryforwards that may be available for use by Buyer or the Company or any of its Subsidiaries for Tax periods (including portions of Straddle Periods) beginning after the Closing Date.

Section 4.17.    Employee Benefits.

(a)    Section 4.17(a) of the Disclosure Schedule sets forth a complete list of each Employee Plan. The Company and its Subsidiaries have made available to Buyer the following documents with respect to each Employee Plan, as applicable: (i) copies of the current governing plan document, including all amendments thereto, and all related trust, custodial and administrative documents, (ii) a written description of the material terms of any Employee Plan that is not set forth in a written document, (iii) the most recent summary plan description together with any summary or summaries of material modifications thereto, (iv) the most recent favorable determination or opinion or advisory letter issued by the IRS for any Employee Plan intended to qualify under Section 401(a) of the Code, (v) a copy of the compliance testing results (including nondiscrimination testing) for each of the most recent three (3) plan years, (vi) the three (3) most recently filed annual reports (Form 5500 series and all schedules and financial statements attached thereto), and (vii) any notices, letters or other correspondence (other than non-material routine correspondence) from the IRS or the U.S. Department of Labor relating to such Employee Plan (including written or electronic correspondence or, to the Company’s Knowledge, oral communication concerning a potential violation of the Code or ERISA).

(b)    Each Employee Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS with respect to its qualification upon which it may rely, or may rely on an opinion or advisory letter issued by the IRS with respect to a prototype plan, and no event has occurred which will or would reasonably be expected to result in a disqualification of any such Employee Plan under applicable Law.

(c)    Each Employee Plan has been established, operated, funded, maintained and administered in compliance in all material respects, with applicable Laws and has been administered, in all material respects, in accordance with its terms (to the extent consistent with applicable Laws) and no event has occurred which will or would reasonably be expected to cause any such Employee Plan to fail to materially comply with such Laws. No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Company’s Knowledge, threatened with respect to any Employee Plan. All payments and/or contributions required to have been made with respect to all Employee Plans either have been made or have been accrued in accordance with the terms of the applicable Employee Plan and applicable law.

45

(d)    Except as set forth in Section 4.17(d) of the Disclosure Schedule, neither the Company, any of its Subsidiaries nor any ERISA Affiliate of any of them has maintained, contributed to, or been required to establish, maintain or contribute to (i) any employee benefit plan that is or was subject to Title IV of ERISA, Section 412 or 430 of the Code, or Section 302 of ERISA, (ii) a Multiemployer Plan, (iii) any “multiple employer plan” within the meaning of Section 413(c) of the Code or Sections 4063, 4064 or 4066 of ERISA, (iv) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), (v) a “funded welfare plan” within the meaning of Section 419 of the Code or a registered pension plan, or (vii) a plan established, sponsored, maintained or participated in or contributed to outside the U.S. or a plan, policy or other arrangement providing benefits to any employee who resides or performs services principally outside the U.S.

(e)    None of the Employee Plans provides health care or other welfare benefits to any employees, service providers, consultants or their beneficiaries after the employee’s employment or the service provider’s or consultant’s engagement is terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA or similar state law).

(f)    Except as set forth on Section 4.17(f) of the Disclosure Schedule, neither the execution and delivery of this Agreement, the Stockholder Approval, nor the consummation of the transactions contemplated hereby would (i) result in, or cause entitlement to severance pay, the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director, consultant or other service provider of the Company, any of its Subsidiaries or any of its ERISA Affiliates, (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code (whether or not such payment is considered to be reasonable compensation for services rendered) (iii) limit or restrict the right of Buyer or the Surviving Corporation to merge, amend or terminate any Employee Plan, (iv) result in any forgiveness of indebtedness of any Person, (v) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any employee, director, consultant or other service provider of the Company, any of its Subsidiaries or an ERISA Affiliate, or (vi) result in any breach or violation of, or default under, any Employee Plan.

(g)    Each Employee Plan that provides for “nonqualified deferred compensation” has been maintained and operated in documentary and operational compliance in all material respects with Section 409A of the Code or an available exemption therefrom. No Acquired Company is a party to or has any obligation under any Employee Plan to compensate any person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

46

Section 4.18.    Material Contracts.

(a)    Section 4.18(a) of the Disclosure Schedule sets forth a true, correct, and complete list as of the date hereof of all Material Contracts to which the Company or any of its Subsidiaries is a party or is otherwise bound. As used herein, the term “Material Contracts” means all of the following Contractual Obligations:

(i)    any Contractual Obligations providing for the employment of any Person and which provides for (A) annual payments in excess of $144,999, (B) any severance, change of control, retention or other post-employment compensation obligations that have not been satisfied prior to the date hereof; (C) any compensation obligations that would become payable by reason of this Agreement or the Contemplated Transactions, or (D) which is not terminable on thirty (30) days’ notice or less for any reason by the Company without incurring any liability;

(ii)    any Contractual Obligation with any independent contractor of the Company or any of its Subsidiaries who is an individual expected to have a total annual compensation in excess of $100,000 for the fiscal year ending December 31, 2021;

(iii)    any Contractual Obligations relating to Equity Interests of the Company or any of its Subsidiaries;

(iv)    loan agreements or indentures relating to Indebtedness and each agreement guaranteeing, or providing security for, Indebtedness or to mortgaging, pledging or otherwise placing an Encumbrance on the assets of the Company or any of its Subsidiaries;

(v)    Contractual Obligations (A) containing covenants or other provisions materially restricting or limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business, from carrying on any business in any geographic location or soliciting any employees, customers and/or suppliers (other than customary confidentiality obligations provided in commercial Contractual Obligations entered into in the Ordinary Course of Business), or (B) requiring the Company or any of its Subsidiaries to sell products or services to any third party on similar terms for the sale of such products or services that the Company or the applicable Company Subsidiary may have with other third parties (i.e., contain a “most favored nation” clause);

(vi)    any Contractual Obligations that grant any exclusive marketing, sales representative relationship, franchising consignment or distribution rights to any third party, other than those entered into in the ordinary course of business;

(vii)    joint venture agreements or other similar agreements or arrangements (including, without limitation, the Organizational Documents of the Company Joint Ventures);

(viii)    agreements (A) relating to the voting or registration of any securities, (B) providing any Person with any preemptive right, tag-along right, drag-along right, co-sale right, right of participation, right of maintenance or any similar right with respect to securities, or (C) providing the Company or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities;

47

(ix)    leases, subleases, licenses or similar contracts requiring payments to or from the Company or any of its Subsidiaries representing an interest in or in respect of any real property;

(x)    Contractual Obligations relating to any settlement agreement, release, compromise or waiver by the Company or any of its Subsidiaries of any material rights, claims, obligations, duties or Liabilities, other than releases immaterial in nature entered into with current or former directors, officers, employees or Contingent Workers of the Company or any of its Subsidiaries in the Ordinary Course of Business in connection with the cessation of such director’s, officer’s, employee’s or Contingent Worker’s employment or engagement with the Company or such Company Subsidiary;

(xi)    any collective bargaining agreements or other Contractual Obligation with any Union;

(xii)    Contractual Obligations relating to the sale or disposition of assets including any option to acquire or sell any assets of the Company or any of its Subsidiaries outside the Ordinary Course of Business, or any Contractual Obligation for the acquisition of the securities or substantially all the assets of another Person, including any such Contractual Obligation with contingent payment obligations thereunder;

(xiii)    Contractual Obligations with any Top Payor or Top Vendor;

(xiv)    Contractual Obligations with any Governmental Authority (including any settlement, conciliation or similar agreement);

(xv)    Contractual Obligations that contain continuing indemnification obligations (other than customary indemnification obligations provided in commercial Contractual Obligations entered into in the Ordinary Course of Business);

(xvi)    Contractual Obligations that provide for a power of attorney or grant of agency;

(xvii)    Contractual Obligations pursuant to which the Company or any of its Subsidiaries manages the operations of any other Person or pursuant to which the Company or any of its Subsidiaries has management services provided to it; and

(xviii)     (A) any Contractual Obligations under which the Company or any of its Subsidiaries have granted rights to others in Company Proprietary Rights (other than those Company Joint Venture agreements listed in response to clause (vii) above) or (B) any Contractual Obligations under which the Company or any of its Subsidiaries is granted rights by others in any intellectual property (other than commercial off-the-shelf Software that is made available for a cost in excess of $100,000 per year).

(b)    True, correct and complete copies of all Material Contracts have been made available to Buyer by the Company and its Subsidiaries. Each Material Contract is in full force and effect, is a valid and binding obligation of the Company or the applicable Company Subsidiary and, to the Company’s Knowledge, of each other party thereto and is Enforceable. Neither the Company nor any of its Subsidiaries

48

is and, to the Company’s Knowledge, no other party to any such Material Contract is, in default, breach or violation of any Material Contract, and, to the Company’s Knowledge, no party has given notice to the Company or the applicable Company Subsidiary of default, breach or violation, or of such party’s intent to terminate, non-renew or materially modify the Material Contract.

Section 4.19.    Related Party Transactions. Except as set forth on Section 4.19 of the Disclosure Schedule, no officer, director, manager, member, Security Holder, employee, or other Affiliate of the Company or any of its Subsidiaries or Security Holder, or any individual in such officer’s, director’s, member’s, Security Holder’s, employee’s or other Affiliate’s immediate family is (or has been in the last twelve (12) months been) (a) a party to any agreement, contract, commitment, arrangement, understanding or transaction with the Company or any of its Subsidiaries (other than Employee Plans in the Ordinary Course of Business), (b) a lender or guarantor of, or is otherwise indebted to the Company or any of its Subsidiaries, or (c) the owner of, or otherwise holds has any material interest in any material property or assets used by the Company or any of its Subsidiaries (each of the foregoing, a “Related Party Agreement”).

Section 4.20.    Labor Matters.

(a)    There are no, and since the Lookback Date there have not been any, Actions pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries asserting that the Company or such Company Subsidiary has committed an unfair labor practice within the meaning of the National Labor Relations Act or other similar Law, and neither the Company nor any of its Subsidiaries have committed any unfair labor practice since the Lookback Date. There are no, and since the Lookback Date there have not been, or to the Company’s Knowledge, any threat of, any strikes, work slowdowns, work stoppages, lockouts, picketing, concerted refusals to work, labor organization effort or drive, petition or demand for recognition of a bargaining representative or other material labor disputes by or with respect to any employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party or otherwise subject, or since the Lookback Date has been subject, to any collective bargaining or Contractual Obligation with any Union, no such Contractual Obligation is being negotiated by the Company or any of its Subsidiaries, and neither the Company, nor any of its Subsidiaries, labor union or other organization representing any of the employees of the Company or any of its Subsidiaries, has any current duty to bargain. No employee of the Company or any of its Subsidiaries is represented by a Union with respect to his or her employment with the Company or such Company Subsidiary. No notice, consent or consultation obligations with respect to any employees of the Company or any of its Subsidiaries, or any Union, will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the Contemplated Transactions.

(b)    Except as set forth on Section 4.20(b) of the Disclosure Schedule, the employment of each employee of the Company and each of its Subsidiaries is terminable at will. Neither the Company nor any of its Subsidiaries has improperly classified any of its employees or Contingent Workers (including leased or borrowed Contingent Workers) as independent contractors pursuant to applicable Laws, including applicable wage and hour Laws and Tax Laws.

49

(c)    The Company and each of its Subsidiaries is, and since the Lookback Date has been, in compliance in all material respects with all applicable Laws respecting labor relations, employment and employment practices, terms and conditions of employment, compensation, termination of employment, wages, hours, benefits and the payment of social security and similar Taxes, including, without limitation, any such Law respecting employment discrimination, sexual harassment, other unlawful harassment, retaliation, work authorization and immigration, unemployment compensation, workers’ compensation, affirmative action, employee leave, wage payment, classification of employees as exempt or non-exempt under applicable wage and hour Laws, classification of independent contractors, consultants, or other agents engaged by the Company or any of its Subsidiaries and classified by the Company or such Company Subsidiary as other than employees (“Contingent Workers”), minimum wage, overtime, plant closing and mass layoffs and occupational safety and health requirements. Except as set forth on Section 4.20(c) of the Disclosure Schedule, there are no, and since the Lookback Date there have not been any, active, pending, settled, resolved or, to the Company’s Knowledge, threatened, Actions (i) by or before any Governmental Authority with respect to the Company or any of its Subsidiaries concerning employment-related matters or (ii) against the Company or any of its Subsidiaries brought by any current or former applicant, employee or Contingent Worker of the Company or any of its Subsidiaries, in each case including under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Labor Management Relations Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Polygraph Protection Act, the Employee Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), the Uniformed Services Employment and Reemployment Rights Act, the Equal Pay Act, the Older Workers Benefit Protection Act, the Genetic Information Nondiscrimination Act, the Sarbanes-Oxley Act of 2002, the Vietnam Era Veterans Readjustment Act, the Fair Credit Reporting Act, the Lily Ledbetter Fair Pay Act of 2009, Executive Order No. 11246 (including, where applicable, any amendments to those named acts), any state fair employment practice Law or any other applicable Law (including common law), or any other Law relating to the employment of labor, compensation for employment or termination of employment. Except as set forth on Section 4.20(c) of the Disclosure Schedule, since the Lookback Date, neither the Company nor any of its Subsidiaries have received any written or, to the Company’s Knowledge, oral threat of or notice of contemplation of any form of litigation, governmental audit or investigation, administrative agency proceeding or private dispute resolution procedure with respect to employment or labor matters (including allegations of employment discrimination, retaliation, noncompliance with wage and hour Laws or unfair labor practices).

(d)    Section 4.20(d) of the Disclosure Schedule contains a list as of June 18, 2021, of (i) the name, title, employer, exempt or non-exempt status under applicable wage and hour Laws, hourly pay rate or annual salary (as applicable), and bonuses received in the prior twelve (12) month period of each current employee (including part-time employees) of the Company and each of its Subsidiaries; (ii) the names of any Contingent Workers used by the Company and its Subsidiaries in calendar year 2020 and calendar year 2021 who provided, or will provide, more than 150 hours of service in any 12 month period, and (iii) each outstanding cash loan made by the Company and its Subsidiaries to an employee thereof. Section 4.20(d) of the Disclosure Schedule also identifies each employee who, as of the date hereof, is presently on leave and sets forth the anticipated date of return to work.

50

(e)    To the Company’s Knowledge, no current employee of the Company or its Subsidiaries is in violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant with a former employer relating to the right of any such employee to be employed by the Company or its Subsidiaries, as applicable, or otherwise restricting such employee’s duties on behalf of the Company or its Subsidiaries, as applicable. To the Company’s Knowledge, and except as set forth on Section 4.20(e) of the Disclosure Schedule, no current executive, key employee (i.e., employee whose compensation, including base salary and any incentive compensation, exceeded $144,999 for calendar year 2020 or such prorated amount as of the date of this Agreement for calendar year 2021 would exceed $72,500) or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company or the applicable Company Subsidiary within the twelve (12) month period following the date hereof.

(f)    Since the Lookback Date, neither the Company nor any of its Subsidiaries has taken any action that would constitute a “plant closing” or “mass layoff” of employees requiring notice under the WARN Act or would otherwise trigger notice requirements or liability under any foreign, state or local plant closing notice Law.

(g)    Since the Lookback Date, the Company and its Subsidiaries have provided all employees with all wages, benefits, relocation benefits, stock options, bonuses and incentives, and all other compensation that is due to be paid to or on behalf of such employees (or it is otherwise accrued in full in the Interim Financials), whether under applicable Law or agreement. The Company and its Subsidiaries are not delinquent in the payment of any amounts due to any Contingent Workers. Without limitation of the foregoing, since the Lookback Date, the Company and its Subsidiaries (i) have withheld and reported all amounts required by applicable Laws or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (ii) are not liable for any severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; and (iii) are not delinquent in the payment of any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business).

(h)    Except as set forth on Section 4.20(h) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has implemented any layoffs, furloughs or pay or benefits reductions related to COVID-19. The Company and its Subsidiaries have complied, in all material respects, with the Families First Coronavirus Response Act and, to the extent applicable, all applicable orders issued by state Governmental Authorities.

Section 4.21.    Environmental Matters. None of the Company or any of its Subsidiaries is, and has not been since the Lookback Date, in violation in any material respect of any Environmental Laws, the Company and each of its Subsidiaries have obtained and is in compliance in all material respects with all

51

required Environmental Permits and has been since the Lookback Date in compliance with such Permits, and since the Lookback Date has not received any written, or to the Company’s Knowledge, or, to the Company’s Knowledge, oral notices, citations, directives, inquiries, notices, summons warnings or other communications relating to any alleged, actual or potential material violation or material failure to comply with any Environmental Law. There are no Actions, Governmental Orders, or written or, to the Company’s Knowledge, oral notices pending, issued or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries alleging violations of or Liability under any Environmental Law or otherwise concerning the Release or management of Hazardous Substances.

Section 4.22.    Litigation. Except as set forth on Section 4.22 of the Disclosure Schedule, there are no, and since the Lookback Date there have been no (a) Actions pending, or to the Company’s Knowledge, threatened against or involving the Company, any of its Subsidiaries, or any of Company’s or such Subsidiary’s properties, rights or assets, or its managers, directors, members, stockholders, officers or employees (in each case in their capacity as such) or (b) Governmental Orders (other than Governmental Orders of general applicability) outstanding to which the Company, any of its Subsidiaries or any of Company’s or such Subsidiary’s properties, rights or assets or its or their managers, directors, members, stockholders, officers or employees (in each case in their capacity as such) is subject or bound.

Section 4.23.    Anti-Corruption. Neither the Company, any of its Subsidiaries, nor any director, officer, employee or, to the Company’s Knowledge, other Person acting on behalf of the Company or any of its Subsidiaries have offered, promised, provided, or authorized the provision of any money, property, or other thing of value, directly or indirectly, to any Person to improperly influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or has otherwise violated any Anti-Corruption Law.

Section 4.24.    Insurance.

(a)    Section 4.24(a) of the Disclosure Schedule sets forth a true, correct, and complete list of all material insurance policies covering the assets, business, equipment, properties, operations, employees, consultants, officers and directors of the Company and each of its Subsidiaries (collectively, the “Insurance Policies”), and contains a description of the type of insurance coverage, carrier name, insurance limit, deductible or self-insured retention level, expiration date, and whether coverage is written on an occurrence or claims made basis. Neither the Company nor any of its Subsidiaries have, since the Lookback Date, received any written, or to the Company’s Knowledge, oral notice (a) of cancellation, termination or non-renewal of any such policies, or any written or, to the Company’s Knowledge, oral notice in which coverage has been questioned, denied or disputed by the applicable insurer(s), or (b) that any insurer of any such policies has filed for protection under applicable bankruptcy Laws or is otherwise in the process of liquidating or has been liquidated. All premiums due and payable under the Insurance Policies have been timely paid, the Company and each applicable Company Subsidiary is in compliance in all material respects with the terms of the Insurance Policies (as applicable), and all Insurance Policies are valid and binding and in full force and effect. The Company does not have Knowledge of any threatened (in writing) termination of, or material premium, deductible or retention increase with respect to, any of such Insurance Policies,

52

other than with respect to annual policy renewals occurring in the Ordinary Course of Business. The Company has made available to Buyer true and correct copies of all insurance loss runs and worker’s compensation claims for the Company and its Subsidiaries for the most recently ended three (3) policy years.

(b)    Section 4.24(b) of the Disclosure Schedule sets forth a true, correct, and complete list of all reinsurance and/or stop-loss insurance agreements to which the Company or any of its Subsidiaries is a party (collectively, the “Reinsurance Agreements”). Neither the Company nor any of its Subsidiaries have received any written or, to the Company’s Knowledge, oral notice (a) of cancellation, termination or non-renewal of any such Reinsurance Agreement, or (b) that any reinsurer has filed for protection under applicable bankruptcy Laws or is otherwise in the process of liquidating or has been liquidated. True, correct and complete copies of all Reinsurance Agreements have been made available to Buyer by the Company and its Subsidiaries. Each Reinsurance Agreement is in full force and effect, is a valid and binding obligation of the Company or the applicable Company Subsidiary and, to the Company’s Knowledge, of each other party thereto and is Enforceable. Neither the Company nor any of its Subsidiaries is and, to the Company’s Knowledge, no other party to any such Reinsurance Agreement is, in default, breach or violation of any Reinsurance Agreement, and, to the Company’s Knowledge, no party has given notice to the Company or the applicable Company Subsidiary of default, breach or violation, or of such party’s intent to terminate, non-renew or materially modify the Reinsurance Agreement.

Section 4.25.    Data Privacy.

(a)    Since the Lookback Date, (i) to the Company’s Knowledge, there have been no material Security Incidents; and (ii) neither the Company nor any of its Subsidiaries have received any written or, to the Company’s Knowledge, oral notice of any claims, investigations (including investigations by a Governmental Authority), or alleged material violations of Privacy Obligations with respect to Personal Information possessed by the Company or any of its Subsidiaries.

(b)    The Company and each of its Subsidiaries (i) are and have been, since the Lookback Date, in compliance in all material respects with all applicable Privacy Laws, (ii) maintains and are in compliance in all material respects with policies and notices regarding privacy and security of Personal Information, and (iii) maintain and are in compliance in all material respects with their respective HITRUST Common Security Framework (CSF) certifications.

(c)    All Systems are in good working condition and are sufficient for the operation of the business of the Company and its Subsidiaries as currently conducted. Since the Lookback Date, the Company and each of its Subsidiaries have maintained reasonable and appropriate organizational, physical, administrative and technical safeguards consistent with Privacy Laws and the Company’s and each applicable Company Subsidiary’s information security program and designed to protect (i) the integrity, security and operations of Systems owned or controlled by the Company, and (ii) Personal Information against unauthorized access, acquisition, use or disclosure. The Company and each of its Subsidiaries have implemented commercially reasonable procedures to detect Security Incidents to protect Personal

53

Information against loss and against unauthorized access, use, modification, disclosure or other misuse. The Company and its Subsidiaries have mobile device management capabilities, including the ability to remotely wipe any mobile devices storing Personal Information that may be lost or otherwise compromised. The Company has made available to Buyer the Company’s disaster recovery and security plans (including cybersecurity), policies and procedures relating to the Systems as available.    Since the Lookback Date, there have been no material unauthorized intrusions, failures, breakdowns, continued substandard performance, or other material adverse events affecting the Systems that have caused any substantial disruption of or substantial interruption in or to the use of Systems or the operation of the Company and its Subsidiaries.

Section 4.26.    Health Care Laws.

(a)    The Company and its Subsidiaries have been since the Lookback Date in compliance, in all material respects, with all applicable Health Care Laws. Except as set forth on Section 4.26(a) of the Disclosure Schedule, since the Lookback Date, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Company’s Knowledge, oral communication, notice, citation, suspension, revocation, limitation or warning from any third party or any Governmental Authority that alleges or asserts that the Company or any of its Subsidiaries have violated any Health Care Law, nor has the Company or any of its Subsidiaries been subject to any material Action, payment review or sanction by any such third party or Governmental Authority, or (ii) to the Company’s Knowledge, has any investigation of the Company or any of its Subsidiaries been conducted by any such third party or Governmental Authority related to an actual or alleged violation of any Health Care Laws.

(b)    Since the Lookback Date, the Company and its Subsidiaries have timely filed all reports, applications, statements, documents, registrations, filings, amendments, supplements and submissions required to be filed with Governmental Authorities, Private Programs and Governmental Programs under applicable Health Care Laws, including any such items required to maintain their participation in the Government Programs, and each such filing was true and correct in all material respects as of the date of submission, or was corrected in or supplemented by a subsequent filing. Copies of all material reports, statements of deficiencies, and plans of correction and any other reports filed in connection with any disclosures to any Governmental Authority, in each case since the Lookback Date, have been made available by the Company to Buyer.

(c)    Neither the Company, any of its Subsidiaries, any officers, directors, employees, nor, to the Company’s Knowledge, other agents (including, without limitation, any third party vendors or independent contractors) of the Company or any of its Subsidiaries, has been convicted of, formally charged with or investigated for a Government Program-related material offense or material violation of federal or state Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation of controlled substances, or has been debarred, excluded or suspended from participation in any Private Program or Government Program, for, or been subject to any order or consent decree of, or criminal or civil fine or penalty imposed by, any Governmental Authority for a Government Program-related material offense or material violation fraud, theft, embezzlement, breach of fiduciary

54

responsibility, financial misconduct, or obstruction of an investigation of controlled substances. No exclusions, suspensions, or debarment claims, actions, proceedings or, to the Company’s Knowledge, investigations relating to the Company or any of its Subsidiaries are pending or, to the Company’s Knowledge, threatened against the Company, any of its Subsidiaries or any officers, directors, employees, or agents of the Company or any of its Subsidiaries.

(d)    Neither the Company, any of its Subsidiaries, any officers, directors, employees, nor, to the Company’s Knowledge, other agents of the Company or any of its Subsidiaries, is currently, nor has it ever been, a party or subject to the terms of a corporate integrity agreement required by the Office of Inspector General of the U.S. Department of Health and Human Services or similar agreement with any Governmental Authority, or subject to a deferred prosecution agreement, non-prosecution agreement, consent decree, monitoring agreement, settlement agreement, or other similar agreement or order of any Governmental Authority.

(e)    Neither the Company, any of its Subsidiaries, any officers, directors, employees (solely in their capacity as officers, directors or employees of the Company), as applicable, (i) is the subject of any third party audit or investigation and, to the Company’s Knowledge, there is no such audit or investigation threatened; (ii) is or has ever been involved in or named as a defendant in any qui tam or other action under the False Claims Act; and (iii) has received and is not currently responding to any search warrant, subpoena, civil investigative demand from any Governmental Authority with respect to any alleged violation of Law by the Company or any of its Subsidiaries There are no Actions pending or, to the Company’s Knowledge, threatened by or on behalf of any Governmental Authority, Private Program or Government Program that has jurisdiction over the operations of the Company or its Subsidiaries.

(f)    The Company and its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects with HIPAA and any Contractual Obligations relating to privacy and security of Protected Health Information, as defined by HIPAA, including, without limitation, any applicable transaction standards, breach notification, and deidentification requirements relating to claims data. The Company and each of its Subsidiaries (as applicable) have entered into appropriate contractual arrangements with customers as required by HIPAA, including, without limitation when required by HIPAA, business associate agreements with Covered Entities (as defined by HIPAA), and are and have been since the Lookback Date in material compliance therewith, and have implemented appropriate policies and procedures designed to ensure compliance with HIPAA and the protection of Protected Health Information. Since the Lookback Date, neither the Company nor any of its Subsidiaries have received any complaint, inquiry or written or, to the Company’s Knowledge, oral notice of investigation from a Governmental Authority regarding the Company’s, its Subsidiaries’ or any of its agents, employees or contractors’ uses or disclosures of, or security practices or Security Incidents regarding, Personal Information. The Company has made available to Buyer complete and current copies of all policies and procedures of the Acquired Companies regarding data security and privacy of Personal Information. Each Acquired Company maintains, and has maintained at all times since the Lookback Date, commercially reasonable administrative, technical and physical safeguards designed to protect Protected Data from unauthorized access or disclosure, and such safeguards are in material compliance with contracts applicable

55

to such Acquired Company or to which such Acquired Company is bound. Since the Lookback Date, no Acquired Company has (i) received a complaint regarding such Acquired Company’s access to Protected Data that resulted in a Breach of Unsecured Protected Health Information (as “Breach” and “Unsecured Protected Health Information” are defined by HIPAA) or violation of other applicable Laws; or (ii) had a Breach that required it to provide notification to any Governmental Authority under Health Care Laws. Since the Lookback Date and without limitation of the foregoing, to the Company’s Knowledge, (i) there has been no unauthorized access, use, disclosure or transfer of any Personal Information in the possession, custody or control of any Acquired Company or a contractor or agent acting on behalf of any Acquired Company requiring notice to any affected individual or Governmental Authority under any applicable Law or Contractual Obligation of any Acquired Company, and (ii) there has been no claim from any affected individual nor any request or inspection from any Governmental Authority that is reasonably likely to give rise or has given rise to any liability under applicable Privacy Laws in relation to data protection, data security or privacy.

(g)    Except as set forth in Section 4.26(g) of the Disclosure Schedule, each Acquired Company that participates in any Government Program, either directly or indirectly as a subcontractor, is, and, to the extent applicable, since the Lookback Date has been, qualified to participate in such Government Program and holds, and, to the extent applicable, since the Lookback Date has held, the respective provider numbers required under such Government Program for the provision of services and the related provider agreements are current and valid. All associated provider numbers for such Government Programs are listed in Section 4.26(g) of the Disclosure Schedule. Each Acquired Company is, and has been since the Lookback Date, in good standing in each Government Program and Private Program in which it submits claims for services or otherwise participates. With respect to each contract with a Third-Party Payor to which any Acquired Company is a party, such Acquired Company and its agents have complied with all applicable material requirements, including conditions of payment or participation and all applicable manuals, instructions and guidance relating to such Third-Party Payor, and are not in breach of or default under any such contract such that no failure to comply has resulted in or would reasonably be expected to result in a material recoupment or a required material repayment, criminal penalty or civil penalty, or material fine or Action of or against such Acquired Company, other than with respect to recoupments or adjustments arising from time to time in the Ordinary Course of Business that are not material. To the Company’s Knowledge, no event has occurred, is pending or has been threatened, which, after the giving of notice, lapse of time or otherwise, would constitute a material breach or default by any Acquired Company under any such contract. No Acquired Company, nor any of its agents, have received any written (or, to the Company’s Knowledge, oral) notice that there is any investigation, audit, claim, review, inquiry or proceeding pending or threatened against any of them that would reasonably be expected to result in a revocation, suspension, termination, probation, or substantial restriction of any participation by such Acquired Company in any Third-Party Payor program. Complete and correct copies have been made available to Buyer of all audit, peer-to-peer review, survey or inspection reports received by any Acquired Company from any Governmental Authority or Third-Party Payor since the Lookback Date, and all material responses thereto made by such Acquired Company.

56

(h)    None of the Acquired Companies has knowingly or willfully made or caused to be made, or induced or sought to induce the making of, any false statement or representation (or knowingly or willfully omitted to state a fact required to be stated therein or necessary to make the statements contained therein not misleading) of a fact with respect to (i) qualification for any Government Program, (ii) information required to be provided under § 1124A of the Social Security Act (42 U.S.C. § 1320a-3), or (iii) information otherwise required to be submitted by Government Program regulations.

(i)    Except as set forth in Section 4.26(i) of the Disclosure Schedule, since the Lookback Date, all claims for reimbursement submitted by, or on the behalf of, the Acquired Companies to any Third-Party Payor have been, in all material respects, prepared and filed in accordance with all applicable Health Care Laws. All services billed by each Acquired Company to a Government Program or Third-Party Payor are supported by documentation maintained in accordance with such Acquired Company’s applicable policies and procedures, consistent with industry standards, and the requirements of the applicable Government Program or Third-Party Payor such that no failure to comply has resulted in or would reasonably be expected to result in a recoupment or a required repayment, criminal penalty or civil penalty, fine or Action of or against such company, other than with respect to recoupments or adjustments arising from time to time in the Ordinary Course of Business that are not material. No Acquired Company has made a Material claim to any Government Program or Third-Party Payor for amounts in excess of the amounts permitted by applicable Laws or the Government Programs or Third-Party Payor. All material claims submitted to any Government Program or Third-Party Payor by, and all billing practices (including, without limitation, billing, coding, filing, and claims practices, and the related reports and filings) of, each Acquired Company have been timely, accurate, and filed in material compliance in all respects with all Health Care Laws applicable to such program. Each Acquired Company has, in all material respects, paid or caused to be paid all known and undisputed refunds, penalties, overpayments, or other financial assessments or performance requirements which have become due to any Third-Party Payor. Except as set forth in Section 4.26(i) of the Disclosure Schedule, no Acquired Company has any material reimbursement, payment or payment rate appeals, disputes or contested positions pending before any Governmental Authority or Third-Party Payor and, to the Company’s Knowledge, none have been threatened. Except as set forth Section 4.26(i) of the Disclosure Schedule, no other material deficiency in any such billing practices, including claims for material overpayments, take backs, prepayment denials, setoff or recoupments, or deficiencies for late filings, has been asserted or, to the Company’s Knowledge, threatened by any Governmental Authority or any other Third-Party Payor. The right of each Acquired Company to receive reimbursements or payments pursuant from any Third-Party Payor has not been terminated, rescinded, or suspended as a result of any breach, default or fraudulent act of such Acquired Company.

(j)    Since the Lookback Date, no Acquired Company has submitted, or caused to be submitted, any claim in connection with any referral to any Acquired Company which violated any applicable anti-kickback or physician self-referral law, including the Ethics in Patient Referrals Act (commonly referred to as the “Stark Law”) (42 U.S.C. § 1395nn), or any applicable state physician self-referral Law. Since the Lookback Date, the Acquired Companies have complied in all material respects with all disclosure requirements of the Stark Law and any applicable anti-kickback or state physician self-referral Laws. To the Company’s Knowledge, since the Lookback Date, no Acquired Company and no member, officer,

57

manager or employee of an Acquired Company has solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, for any referral in violation of the Anti-Kickback Statute, 42 U.S.C. Section 1320(a) 7b(b), or any applicable state anti-kickback Law.

(k)    No Acquired Company has submitted any material claim for payment to any payor source, either governmental or non-governmental, in violation of any Contractual Obligation of any Acquired Company or any Law, including, without limitation, the Federal Civil False Claims Act (31 U.S. Code 3729) or any applicable state false claim or fraud Law.

(l)    Since the Lookback Date, each Acquired Company has established and maintained in all material respects complete and accurate records, including, without limitation, all applicable patient consents and assessments. Each Acquired Company has submitted materially accurate information from clinical records as part of its satisfaction of the Milliman Clinical Guidelines or Criteria, InterQual Criteria, or other internal clinical guidelines, for every individual who has received or is receiving care and services from such Acquired Company. Each Acquired Company’s records properly support and justify, in all material respects, the claims for reimbursement billed to any payor source, either governmental or non-governmental, and contain no false certifications or other unlawful entries.

(m)    Since the Lookback Date, each physician, physician’s assistant, nurse practitioner, nurse, mid-level provider, or other clinical staff or healthcare professional (each, a “Provider” and collectively, the “Providers”) employed or, to the Company’s Knowledge, contracted by or otherwise providing healthcare services on behalf of any Acquired Company has all required licenses and registrations to provide such services on behalf of Company and its Subsidiaries in the state(s) in which such services are being provided. Since the Lookback Date, no employed, or to the Company’s Knowledge, contracted Provider has (i) had any professional license, material registration (to the extent applicable and required), Medicare, Medicaid or TRICARE provider number suspended or revoked, or (ii) been materially reprimanded, sanctioned or disciplined by any state licensing board or any Governmental Authority, professional society, Government Program, or Private Program. Except as set forth on Section 4.26(m) of the Disclosure Schedule, each Acquired Company has (x) verified, or in the case of independent contractors, received representations and warranties or other verification from such independent contractors with respect to, the credentials of Providers providing patient care or other services reimbursable under Government Programs, (y) conducted criminal background checks on all Provider employees and required its independent contractors to conduct such checks in its related independent contractor agreements, and (z) screened all such Provider employees under the List of Excluded Individuals/Entities maintained by the Office of the Inspector General of the U.S. Department of Health and Human Services (“OIG”) and required its independent contractors to conduct such screenings in its related independent contractor agreements. To the Company’s Knowledge, no event has occurred, and no fact, circumstance or condition exists, that has resulted or reasonably may result in the denial, loss, restriction, revocation or rescission of any such professional license or registration of such personnel, and, to the Company’s Knowledge, no such personnel is subject to a pending disciplinary proceeding, inquiry, monitoring or investigation under the bylaws or rules of procedure of any Acquired Company, or any other federal or state professional board or agency charged with regulating the professional activities of such Person or any other Laws. All disciplinary actions, imposition of restrictions

58

or conditions, revocation or non-renewal of rights and privileges for reasons requiring reporting to local, state, federal or quasi-public authorities that are required of any Acquired Company have been reported by such Acquired Company as required by applicable Law. There is no action pending or, to the Company’s Knowledge, threatened with respect to denial, suspension or revocation of medical staff privileges or licensure of any healthcare professional who is, or since the Lookback Date has been, employed with or contracted by any Acquired Company.

(n)    No Acquired Company nor any officer, director, manager, managing employee (as such term is defined in 42 U.S.C. § 1320a 5(b)), employee or, to the Company’s Knowledge, independent contractor or agent thereof has since the Lookback Date: (i) received any good faith complaints from any employee, independent contractor, vendor, physician, patient or other person credibly alleging that such party while acting on behalf of any Acquired Company has violated, or is currently in violation of, any Health Care Laws; or (ii) made any voluntary disclosure to the OIG, the Centers for Medicare & Medicaid Services, or any Medicare Administrative Contractor, Medicaid program or other Governmental Authority relating to any Government Program (including, without limitation, any federal or state Governmental Authority). A correct and complete copy of the Acquired Companies’ current compliance program has been made available to Buyer, and each Acquired Company is, and has been, in compliance in all material respects with such program.

(o)    Section 4.26(o) of the Disclosure Schedule sets forth a true, correct and complete list of each material health care Permit held by the Company or any of its Subsidiaries as of the date hereof, and the expiration date of each such health care Permit (if any). The Company and each of its Subsidiaries have since the Lookback Date possessed all material health care Permits required under applicable Laws or which are necessary in connection with the conduct of its business. The Company and each of its Subsidiaries are, and since the Lookback Date have been, in compliance in all material respects with the terms and conditions of each health care Permit held by the Company or such Company Subsidiary, and all such health care Permits are valid and are in full force and effect. Since the Lookback Date, neither the Company nor any of its Subsidiaries have received any written (or, to the Company’s Knowledge, oral) notice of any material default concerning any health care Permit.

Section 4.27.    No Brokers. Except as set forth on Section 4.27 of the Disclosure Schedule, the Company does not have any Liability of any kind to, or is subject to any claim of, any broker, finder or agent in connection with the Contemplated Transactions.

Section 4.28.    Appraisal Rights. The Company has no Knowledge of any plan or intention on the part of any Stockholder to assert appraisal rights under Section 262 of the DGCL.

Section 4.29.    Stimulus Funds, Etc.

(a)    Excluding the Deferred Payroll Tax Liability, neither the Company nor any of its Subsidiaries has participated in, or received any amounts pursuant to, any CARES Act stimulus fund programs, including, without limitation, the Public Health and Social Services Emergency Fund.

59

(b)    Neither the Company nor any of its Subsidiaries has applied for or received any loans pursuant to the Paycheck Protection Program (“PPP”).

(c)    Section 4.29(c) of the Disclosure Schedule sets forth the total amount of Taxes of the Acquired Companies, the payment of which has been deferred by the Acquired Companies under the authority of Section 2302 of the CARES Act (the “Deferred Payroll Tax Liability”). Section 4.29(c) of the Disclosure Schedule shall be updated by the Company to reflect such amount as of the Closing.

Section 4.30.    Bank Accounts, Etc. Section 4.30 of the Disclosure Schedule sets forth a true, correct and complete list of: (i) each bank, savings and loan or similar financial institution in which any Acquired Company has an account or safety deposit box and the numbers of the accounts or safety deposit boxes maintained thereat; (ii) the names of all Persons authorized to draw on each such account or to have access to any such safety deposit box facility; and (iii) a list of any assets owned by any Acquired Company constituting negotiable instruments, promissory notes, tangible chattel paper and documents of title in excess of $10,000.

Section 4.31.    Disclaimer of Other Representations or Warranties.

(a)    NONE OF THE COMPANY, ANY COMPANY SUBSIDIARY, ANY RESPECTIVE AFFILIATES THEREOF, OR ANY ADVISERS OR REPRESENTATIVES (FINANCIAL, LEGAL OR OTHERWISE) OF ANY OF THE FOREGOING (OR ANY OTHER PERSON), HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY, ANY OF ITS AFFILIATES OR SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SECURITY HOLDERS EXPRESSLY SET FORTH IN Article IV HEREOF, ANY ANCILLARY AGREEMENTS OR ANY CERTIFICATES DELIVERED UNDER THIS AGREEMENT, AS APPLICABLE.

(b)    Without limiting the generality of the foregoing, except as set forth in the representations and warranties set forth in Article IV hereof, the Ancillary Agreements and the certificates delivered under this Agreement, none of the Company, its Subsidiaries or any respective Affiliates or Representatives thereof (or any other Person) has made, and shall not be deemed to have made, any representations or warranties in the information or materials relating to the Company, its Subsidiaries or their respective businesses or otherwise made available to Buyer and its Affiliates, including Projections, due diligence materials, data room materials, or in any presentation by management of the Company or others in connection with the transactions contemplated hereby, and no statement contained in any of such information or materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer or Merger Sub in executing, delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

60

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BUYER ENTITIES

Each Buyer Entity represents and warrants to the Company, as of the date hereof and as of the Closing Date as follows:

Section 5.1.    Organization. Such Buyer Entity is a limited liability company duly organized, validly existing and in good standing under the jurisdiction of its organization. Such Buyer Entity has all requisite power and authority to own, lease and operate its properties and to carry on its business and is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the conduct of its business or the ownership, leasing, holding or use of its properties makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Section 5.2.    Authority. Such Buyer Entity has all requisite power and authority to enter into the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance of the Transaction Documents to which such Buyer Entity is a party and the consummation of the Contemplated Transactions have been duly authorized by all necessary action on the part of such Buyer Entity. This Agreement has been, and each of the other Transaction Documents to which such Buyer Entity is a party will be at the Closing, duly executed and delivered by such Buyer Entity and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and such other Transaction Documents entered into on the date hereof by the Buyer Entities constitute, and in the case of the Transaction Documents entered into following the date hereof they will at Closing constitute, valid and binding obligations of such Buyer Entity, Enforceable against such Buyer Entity in accordance with their respective terms.

Section 5.3.    Consents. Except (i) for the HSR Act filing and such other filings listed on Section 4.3 of the Disclosure Schedule that are required under the other Competition Laws, or (ii) as otherwise set forth on Section 5.3 of the Disclosure Schedule, no action by (including any authorization by or consent or approval of), or in respect of, or filing with, any Governmental Authority is required by or on behalf of any Buyer Entity or any of Buyer’s Subsidiaries or in respect of any Buyer Entity or any of Buyer’s Subsidiaries, for, or in connection with (a) the valid and lawful authorization, execution, delivery and performance by the Buyer Entities of this Agreement or any Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions.

Section 5.4.    Noncontravention. Neither the execution, delivery or performance by any Buyer Entity of this Agreement or any Ancillary Agreement to which it is or becomes a party, nor the consummation by any Buyer Entity of the Contemplated Transactions hereunder, will (a) conflict with or violate any provision of any Organizational Documents of any of the Buyer Entities; (b) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Contractual

61

Obligation of any Buyer Entity; or (c) violate any Laws applicable to any Buyer Entities or any of the properties or assets of any Buyer Entities, except, in the case of clauses of (b) or (c) above, as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Section 5.5.    Litigation. There is no Action of any nature pending or, to the knowledge of such Buyer Entity, threatened against any Buyer Entity, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Section 5.6.    Brokers’ and Finders’ Fees. No Buyer Entity has incurred, and will not incur, directly or indirectly, any Liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Transaction Documents or the Contemplated Transactions.

Section 5.7.    Availability of Funds. Each Buyer Entity understands and acknowledges that the obligations of each Buyer Entity to consummate the Contemplated Transactions are not in any way contingent upon or otherwise subject to any Buyer Entity’s consummation of any financing arrangement, any Buyer Entity’s obtaining of any financing or the availability, grant, provision or extension of any financing to any Buyer Entity. As of the Closing, Buyer will have sufficient unrestricted cash on hand for Buyer to complete the Contemplated Transactions and pay the Aggregate Merger Consideration Amount payable hereunder and all fees, expenses and other amounts required to be paid by Buyer in connection with the Contemplated Transactions.

Section 5.8.    Investigation. Each of the Buyer Entities acknowledges and agrees (for itself and on behalf of its Affiliates and the Representatives of any of the foregoing) that it has made its own inquiry and independent investigation into, and, based thereon and on the representations and warranties set forth in Article IV hereof as well as those set forth in the Ancillary Agreements and the certificates to be delivered hereunder and thereunder, has formed an independent judgment to its satisfaction concerning, the Company, its Subsidiaries and the financial condition, results of operations, assets, Liabilities, properties and projected operations of the Company and its Subsidiaries, the Contemplated Transactions and any other assets, rights or obligations to be transferred hereunder or in connection herewith, the customers of the Company and its Subsidiaries and the effects on the business of the Company and its Subsidiaries resulting from the knowledge of Persons other than the Parties of the Contemplated Transactions (including the identity of the Buyer Entities). Each of the Buyer Entities further acknowledges and agrees that (i) the only representations and warranties made by or on behalf of the Company and the Security Holders are the representations and warranties expressly and specifically made in Article IV hereof (as modified by the Disclosure Schedule) and the Ancillary Agreements and any certificates delivered hereunder or thereunder, (ii) each of the Buyer Entities has not relied upon, and hereby expressly disclaims reliance upon, any other representations or warranties (of any kind or nature, express or implied, statutory or otherwise), statements or information, whether made or supplied by or on behalf of the Company, the Security Holders or any of their Affiliates or Representatives or otherwise available to any of the Buyer Entities, including the Projections or any other information provided by or through their Representatives, including information provided in management presentations, data rooms or other due diligence information (including as to the accuracy or completeness thereof) and that the Buyer Entities will not have any right or remedy arising out of any such

62

other representation, warranty, statement or other information, and (iii) any claims any of the Buyer Entities may have for breach of any representation or warranty (A) shall, other than in the case of Fraud, be made solely against the R&W Policy and the Indemnity Escrow Amount, as applicable and in accordance with Article IX and (B) in all cases, be based solely on the representations and warranties of the Company and the Security Holders expressly and specifically made in Article IV hereof (as modified by the Disclosure Schedule) and the Ancillary Agreements and any certificates delivered hereunder or thereunder, as applicable.

Section 5.9.    R&W Policy. Buyer has delivered to the Company a copy of an executed binder or commitment letter, together with all exhibits and schedules and all amendments, supplements and modifications thereto (collectively, the “R&W Insurance Commitment Letter”), pursuant to which the insurer party thereto has agreed to arrange, subject to (and only to) the terms and conditions set forth therein, for the issuance, effective as of the Closing, of a buy-side representation and warranty insurance policy for a coverage amount of $15,000,000 (the “R&W Policy”). The cost of the R&W Policy shall be borne solely by Buyer. The R&W Insurance Commitment Letter is in full force and effect as of the date of the Agreement, in accordance with its terms, and constitutes the legal, valid, binding and Enforceable obligation of Buyer and, to the Knowledge of Buyer, the other party to the R&W Insurance Commitment Letter. Prior to the date of the Agreement, the commitments contained in the R&W Insurance Commitment Letter have not been withdrawn or rescinded in any respect (and, to the Knowledge of Buyer, no party thereto has indicated an intent to so withdraw or rescind) or otherwise amended or modified in any respect. Buyer is not in breach of any of the terms or conditions set forth in the R&W Insurance Commitment Letter, in any material respect, and to the Knowledge of Buyer, no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a material breach by Buyer or material failure by Buyer to satisfy a condition precedent set forth in the R&W Insurance Commitment Letter. Buyer has fully paid any and all commitment fees or other fees on the dates and to the extent required by the R&W Insurance Commitment Letter.

ARTICLE VI.

COVENANTS

Section 6.1.    Stockholder Approval.

(a)    Promptly (and no later than five (5) Business Days) after the execution of this Agreement, the Company shall deliver to Buyer a written consent in lieu of a meeting of the holders of capital stock of the Company executed by the requisite Persons holding at least the required percentage of the voting capital stock of the Company required under the Company’s Organizational Documents adopting and approving this Agreement and the Contemplated Transactions in accordance with the DGCL and for such other purposes as may be necessary or desirable to effectuate such transactions, in form and substance satisfactory to Buyer (the “Stockholder Approval”).

(b)    The Company shall promptly (and no later than seven (7) Business Days) after the execution of this Agreement notify each holder of capital stock of the Company who is entitled to appraisal

63

rights with respect to the Contemplated Transactions that appraisal rights are available in accordance with the requirements of Section 262(d)(2) of the DGCL. The Company shall contemporaneously provide Buyer with a copy of such notice.

Section 6.2.    Operation of the Business. From the date hereof until the earlier to occur of the Closing or such time as this Agreement is terminated in accordance with Article VIII (the “Pre-Closing Period”), except for Pandemic Measures, Protest Measures or as expressly permitted or required by this Agreement or as set forth on Section 6.2 of the Disclosure Schedule or otherwise consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause the Company Subsidiaries to, (a) conduct the Business only in a reasonable and prudent manner in the Ordinary Course of Business, (b) use commercially reasonable efforts to preserve substantially intact their present business organization and their relationships with suppliers, payors, joint venture partners, distributors, licensors, licensees, customers and others to whom the Company has contractual obligations, and (c) not take or fail to take any action that, if taken or failed to be taken prior to the date hereof, would have been required to be set forth on Section 4.11 of the Disclosure Schedule in response to the representations and warranties set forth in Section 4.11. Notwithstanding the foregoing, in the event of any action taken by the Company in connection with Pandemic Measures or Protest Measures from the date hereof until the earlier to occur of the Closing or such time as this Agreement is terminated in accordance with Article VIII, the Company shall consult with Buyer prior to taking such action to the extent possible, or if prior consultation is impossible, provide immediate notice to Buyer after taking any such action.

Section 6.3.    Tax Matters.

(a)    Cooperation on Tax Matters. Buyer, the Surviving Corporation and the Seller Representative shall reasonably cooperate, as and to the extent reasonably requested by the other Parties, in connection with the filing of Tax Returns, any Tax audits, Tax proceedings or other Tax-related claims, the authorization and execution of any appropriate powers of attorney to accomplish the foregoing. Such cooperation shall include providing records and information that are reasonably relevant to any such matters, making employees available on a mutually convenient basis to provide additional information and explaining any materials provided pursuant to this Section 6.3.

(b)    Filing of Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Return required to be filed by or related to the Company that is due (taking into account extensions validly obtained) after the Closing Date. Subject to any indemnification obligations of the Security Holders, Buyer will timely pay, or cause to be timely paid, any amounts shown as due on such Tax Returns.

(c)    Buyer Tax Covenants.

(i)    Buyer covenants that it shall not, and shall not cause or permit the Company to, (A) make, change or revoke any Tax election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or Straddle Period of the Company, (B) amend, refile or otherwise modify any Tax

64

Return of the Company relating to any Pre-Closing Tax Period, (C) enter into any voluntary disclosure or similar agreement, or otherwise voluntarily disclose information to, any Governmental Authority with respect to any Pre-Closing Tax Period, or (D) take any action on the Closing Date with respect to the Company other than in the Ordinary Course of Business, in each case to the extent doing so would reasonably be expected to result in a material increase in the Security Holders’ Tax liabilities, the Pre-Closing Tax Liability Amount or any other liability of the Security Holders under this Agreement, in each case without the prior written consent of the Seller Representative.

(ii)    Buyer will not take any action with respect to the Company that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.

(iii)    Neither Buyer nor any of its Affiliates shall (or, from and after the Closing, shall cause or permit the Company to) make an election under Section 338 of the Code with respect to the transactions contemplated by this Agreement.

(d)    Tax Contests. If any Governmental Authority issues to the Company a notice of deficiency for Taxes or notice to conduct another Action with respect to Taxes or Tax Returns of the Company (a “Tax Contest”) for any Pre-Closing Tax Period, in each case the resolution of which Action would reasonably be expected to result in a material increase in the Security Holders’ Tax liabilities or other liability under this Agreement (a “Seller Tax Contest”) then Buyer shall notify the Seller Representative of its receipt of such communication from the Governmental Authority within ten (10) days of such receipt. The Seller Representative shall have the right, at the sole expense of the Security Holders, to control any Seller Tax Contest; Buyer shall control any Tax Contest with respect to Taxes or Tax Returns of the Company that the Seller Representative does not control pursuant to the foregoing clause, including with respect to Straddle Periods; provided, however, (x) Buyer, at the Buyer’s sole cost and expense, shall have the right to participate in any Seller Tax Contest that Seller Representative controls; and (y) Seller Representative, at the Security Holders’ sole cost and expense, shall have the right to participate in any Tax Contest that Buyer controls. For purposes of this Section 6.3(d), the controlling party (a) shall conduct such Tax Contest in good faith and (b) keep the non-controlling party reasonably informed regarding the status of such Tax Contest. Neither party shall have the right to settle, resolve, or abandon a Tax Contest without the prior written consent of the Seller Representative or Buyer, as applicable (such consent not to be unreasonably withheld, delayed, or conditioned).

(e)    Transfer Taxes. Buyer shall be responsible for all stock transfer Taxes, real property transfer or mortgage Taxes, sales Taxes, documentary stamp Taxes, recording charges and other similar Taxes, if any, arising from the Contemplated Transactions (collectively, “Transfer Taxes”). The Person(s) required to do so by applicable Law shall prepare and file all necessary Tax Returns and other documentation in connection with the Taxes and charges encompassed in this Section 6.3(e).

65

(f)    FIRPTA. At or prior to Closing, the Company shall deliver to Buyer a certificate issued by the Company conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) (the “FIRPTA Certificate”).

(g)    Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement, including to determine (i) the allocation of Taxes among any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) and (ii) the Taxes attributable to Pre-Closing Tax Periods includible in Closing Indebtedness, the amount of any Taxes measured by receipts, payments, sales, or payroll of the Company for a Pre-Closing Tax Period shall be determined based on an the amount that would be payable if the taxable period of the Company ended with (and included) the Closing Date, or any non-U.S. entity in which the Company holds a beneficial interest shall be deemed to terminate at such time, and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(h)    Interim Company Covenants. Without the prior written consent of Buyer, neither the Company nor any of its Subsidiaries shall make or change any material election, change an annual accounting period, adopt or change any material accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of materially increasing the Tax liability of the Company or any of its Subsidiaries for any period ending after the Closing Date.

Section 6.4.    Publicity; Confidentiality.

(a)    Prior to the Closing and except as provided in Sections 6.4(b) and (c), no Party shall (or permit any Affiliate or any Representative thereof to) issue a press release or make any other public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the Company and Buyer. After the Closing, and except as provided in Section 6.4(c), no press releases related to this Agreement and the transactions contemplated herein, or other public announcements to the employees, patients/payors, referral sources, vendors or suppliers of Company and its Subsidiaries, will be issued without the approval of Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, however, Buyer shall first permit the Seller Representative a reasonable opportunity to review and comment on the press release proposed to be issued by Buyer upon consummation of the Closing. Notwithstanding anything herein to the contrary, following Closing and the public announcement (if any) of the Merger, the Seller Representative shall be permitted to announce that it has been engaged to serve as the Seller Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

66

(b)    Upon execution of this Agreement, the Parties have agreed that (i) a mutually agreeable public announcement will be made, and (ii) the Parties will implement a mutually agreed joint communication plan to payors, the counterparties to the Company Joint Ventures, referral sources, vendors and suppliers of the Company and its Subsidiaries.

(c)    Notwithstanding the foregoing, the provisions of this Section 6.4 shall not prohibit (i) any disclosure required by applicable Law or the rules or regulations of the United States or foreign securities exchange (in which case the disclosing Party will provide the other Parties with the opportunity to review and comment in advance of such disclosure), (ii) any disclosure to any Security Holder, (iii) any disclosure to any Representative of any Security Holder who needs to know such information for the purpose of evaluating the Contemplated Transactions or (iv) any disclosure made in connection with the enforcement of any right or remedy relating to the Transaction Documents or the Contemplated Transactions; provided, however, any information disclosed to the Security Holders or their Representatives by the parties to the Confidentiality Agreement shall remain subject to the terms of Section 4 of the Confidentiality Agreement.

Section 6.5.    Seller Representative.

(a)    Shareholder Representative Services LLC is hereby appointed as of the Closing as the Seller Representative (and each successor appointed in accordance with Section 6.5(c)) and as the true and lawful representative, attorney-in-fact and exclusive agent of the Security Holders for all purposes in connection with this Agreement and the Transaction Documents and to perform all such acts as the Seller Representative is authorized to take under the Transaction Documents and in connection with the Contemplated Transactions, which will include the power and authority to: (i) execute and deliver all documents that the Seller Representative is authorized to execute and deliver under the Transaction Documents; (ii) authorize or require payments to Buyer pursuant to Section 3.4(f) (if any); (iii) receive and, if applicable, forward notices and communications pursuant to this Agreement; (iv) give or agree to, on behalf of all or any of the Security Holders, any and all consents, waivers, amendments or modifications deemed by the Seller Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) amend, modify or supplement this Agreement or any of the instruments to be delivered to Buyer pursuant to this Agreement; (vi) with respect to Section 3.4, (A) dispute or refrain from disputing, on behalf of each Security Holder relative to any amounts to be received by such Security Holder thereunder, (B) negotiate and compromise, on behalf of each such Security Holder, any dispute that may arise thereunder, and exercise or refrain from exercising any remedies available thereunder, (C) execute, on behalf of each such Security Holder, any settlement agreement, release or other document with respect to such dispute or remedy and (D) make any payments or adjustments among any Persons referenced in Article III; (viii) engage attorneys, accountants, agents or consultants in connection with this Agreement or any other agreement contemplated hereby and pay any fees related thereto; (viii) make all other elections or decisions that the Seller Representative is authorized to make under any Transaction Document; and (ix) perform each such act and thing whatsoever that Seller Representative may be or is required to do, or which Seller Representative in its sole good faith discretion determines is desirable to do, pursuant to or to carry out the intent of the Transaction Documents, and to amend, modify or supplement any of the foregoing.

67

(b)    The grant of authority provided for in this Section 6.5 (i) is coupled with an interest and is being granted, in part, as an inducement to the Company and Buyer Entities to enter into this Agreement and will be irrevocable and survive the death, incompetency, bankruptcy, merger, change of control or liquidation of any Security Holder and will be binding on any successor thereto, and (ii) subject to this Section 6.5, may be exercised by the Seller Representative acting by signing as the Seller Representative of any Security Holder.

(c)    If Seller Representative resigns or is otherwise unavailable to perform its duties hereunder, within three (3) Business Days of notice of such advice, an alternative Seller Representative reasonably satisfactory to Buyer will be appointed by the Security Holders then holding a majority-in-interest of the Common Stock (or, if after the Closing, the Security Holders who held a majority-in-interest of the Common Stock immediately prior to the Closing), in each case, calculated on a basis as if all shares of Preferred Stock had been converted into shares of Common Stock. Any references in this Agreement to Seller Representative shall be deemed to include any duly appointed successor Seller Representative.

(d)    All acts of the Seller Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Security Holders and not of the Seller Representative individually. As between the Seller Representative and the Security Holders, the Seller Representative shall not have any Liability for any amount owed to any Person pursuant to this Agreement or any Ancillary Agreement. The Seller Representative shall not be liable to the Company, Buyer, the Merger Sub or any other Person in its capacity as the Seller Representative, for any Liability of any Security Holder or otherwise, or for anything which it may do or refrain from doing in connection with this Agreement. The Seller Representative shall not be liable to any Security Holder, in his or its capacity as the Seller Representative, for any Liability of any Security Holder or otherwise, or for any error of judgment, or any act done or step taken or omitted by it in good faith, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement, except in the case of the Seller Representative’s gross negligence or willful misconduct as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Seller Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties or rights hereunder and shall not be liable to any Security Holder for any action or omission pursuant to the advice of counsel. The Seller Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Security Holder. Each party hereto shall be entitled to rely exclusively upon any communication given or other action taken by the Seller Representative on behalf of the Security Holders and pursuant to this Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Seller Representative on behalf of the Security Holders. The Security Holders shall indemnify the Seller Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Seller Representative, the Seller Representative will reimburse the Security Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Seller

68

Representative from (i) the funds in the Reserve Account and (ii) any other funds that become payable to the Security Holders under this Agreement at such time as such amounts would otherwise be distributable to the Security Holders; provided, that while the Seller Representative may be paid from the aforementioned sources of funds, this does not relieve the Security Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Seller Representative be required to advance its own funds on behalf of the Security Holders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Security Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Seller Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Seller Representative or the termination of this Agreement.

(e)    The Seller Representative is hereby authorized to establish an account for the purposes of holding the Reserve Amount (the “Reserve Account”) and the Seller Representative shall use the Reserve Account in its sole discretion to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. The Security Holders will not receive any interest or earnings on the Reserve Amount and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. The Seller Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Seller Representative’s responsibilities, the Seller Representative will deliver any remaining balance of the Reserve Amount to the Paying Agent or Company, as applicable, for further distribution to the Security Holders. For tax purposes, the Reserve Amount will be treated as having been received and voluntarily set aside by the Security Holders at the time of Closing.

(f)    Buyer and the Acquired Companies shall have the right to rely upon all actions taken or omitted to be taken by the Seller Representative pursuant to this Agreement and the other Transaction Documents, all of which actions or omissions shall be legally binding upon the Security Holders.

Section 6.6.    Post-Closing Cooperation. Each of the Parties shall, after the Closing, use its respective commercially reasonable efforts to take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or advisable and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.

Section 6.7.    Directors’ and Officers’ Indemnification.

(a)    The Surviving Corporation and its Subsidiaries shall (and Buyer shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect as of the date hereof between the Company, any of its Subsidiaries and any of their respective current or former directors, managers and officers (the “D&O Indemnitees”), in each case to the extent listed on Section 4.18 of the Disclosure

69

Schedule. In addition, during the period commencing at the Effective Time and ending on the sixth (6^th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Buyer shall cause the Surviving Corporation and its Subsidiaries to) cause the Organizational Documents of the Company (or the Surviving Corporation with respect to the Company) and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner to make such terms less favorable to the D&O Indemnitees, except as required by applicable Law.

(b)    Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company will (at the Company’s sole cost and expense, which shall be treated as a Seller Transaction Expense hereunder) obtain a six-year “tail” prepaid policy on the Company’s current directors’ and officers’ liability insurance (the “D&O Tail Policy”), for the Persons who were, prior to the date hereof, covered by the Company’s existing directors’ and officers’ liability insurance. The Surviving Corporation shall (and Buyer shall cause the Surviving Corporation to) maintain such D&O Tail Policy in full force and effect and continue to honor their respective obligations thereunder, for so long as such D&O Tail Policy shall be maintained in full force and effect.

(c)    If Buyer or the Surviving Corporation or its Subsidiaries or any of their respective successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation or its Subsidiaries shall assume all of the obligations of Buyer and the Surviving Corporation and its Subsidiaries set forth in this Section 6.7.

(d)    The obligations set forth in this Section 6.7 shall not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnitee (or any other Person who is a beneficiary under the “tail” policy referred to in Section 6.7(b) (and their heirs and Representatives)) without the prior written consent of such affected D&O Indemnitee or other Person who is a beneficiary under the “tail” policy referred to in Section 6.7(b) (and their heirs and representatives). Each of the D&O Indemnitees or other persons who are beneficiaries under the “tail” policy referred to in Section 6.7(b) (and their heirs and Representatives) are intended to be third party beneficiaries of this Section 6.7(b), with full rights of enforcement as if a party thereto. The rights of the D&O Indemnitees (and other persons who are beneficiaries under the “tail” policy referred to in Section 6.7(b) (and their heirs and Representatives)) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such persons may have under the Organizational Documents, any and all indemnification agreements of or entered into by the Company, or applicable Law (whether at law or in equity).

(e)    Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company for any of its directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.7 is not prior to or in substitution for any such claims under such policies.

70

Section 6.8.    Employee Matters.

(a)    For a period of at least twelve (12) months following the Closing Date or such longer period of time required by applicable Law, the Surviving Corporation and its Subsidiaries shall (and Buyer shall cause the Surviving Corporation and its Subsidiaries to) provide to each Continuing Employee (i) base compensation (including cash incentive compensation or commission opportunities, as applicable) and target annual cash bonus opportunity (including, for the avoidance of doubt, the target value of cash bonus opportunity that is payable based on achievement against performance objectives) in each case, that are not less favorable than such Continuing Employee’s compensation opportunities in effect immediately prior to the Closing Date, and (ii) employee benefits and fringe benefits (including retirement, health and welfare benefits, defined benefit pension, change-in-control, retention, severance, non-qualified deferred compensation, and equity or equity-based incentive compensation) that are the same as or substantially similar to those in effect for similarly situated employees of Buyer and its Subsidiaries.

(b)    The Surviving Corporation shall (and Buyer shall cause the Surviving Corporation to) cause to be granted to such Continuing Employee credit for all service with the Company, and any predecessor entities, prior to the Effective Time for purposes of eligibility to participate, vesting, benefit accrual and entitlement to benefits (including for purposes of vacation accrual and severance pay entitlement); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage. In addition, and without limiting the generality of the foregoing, the Surviving Corporation shall (and Buyer shall cause the Surviving Corporation to) cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation that are not Employee Plans (such plans, collectively, the “New Plans”) in which such Continuing Employee is eligible to participate under the New Plan terms, (ii) for purposes of each New Plan providing medical and pharmaceutical benefits to any Continuing Employee, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Employee Plan ending on the date such employee’s participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, and (iii) the accounts of such Continuing Employees under any New Plan which is a flexible spending plan to be credited with any unused balance in the account of such Continuing Employee under the applicable Employee Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time.

71

(c)    No provision of this Agreement shall (i) create any right to employment, continued employment, or any term or condition of employment with Buyer, the Surviving Corporation, or any of their respective Subsidiaries, for any period of time, or preclude the ability of Buyer, the Surviving Corporation or any of their respective Subsidiaries to terminate any Continuing Employee for any reason or no reason; (ii) limit in any way the right of Buyer, the Surviving Corporation or any of their respective Subsidiaries to continue any Employee Plan or to amend, modify or terminate any Employee Plan at any time; (iii) create any third party beneficiary or other rights in any current or former director, officer, employee or Contingent Worker of the Company to enforce the provisions of this Section 6.8; or (iv) be construed as an amendment, modification, waiver or creation of any benefit plan, program, agreement or arrangement. For the avoidance of doubt, and without limitation of the foregoing, nothing herein shall be deemed a guaranty of employment or alter the “at will” employment status of the Continuing Employees, it being understood and agreed that Buyer shall have sole discretion to make employment termination decisions following the Closing based on the financial and operational needs of Buyer and its Affiliates (including the Surviving Corporation and its Subsidiaries).

Section 6.9.    Regulatory Approvals and Third Party Consents.

(a)    Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall cooperate with one another and use its commercially reasonable efforts to, and cause its respective Affiliates to use their commercially reasonable efforts to, (i) prepare all necessary documentation (including furnishing all information required under the Competition Laws) to effect promptly all necessary filings with any Governmental Authority and any other third party, including, without limitation, those filings set forth on Sections 4.3, 4.4 and 5.3 of the Disclosure Schedule, and (ii) obtain all consents, waivers and approvals of any Governmental Authority or other third party necessary to consummate the Contemplated Transactions, including, without limitation, those consents, waivers and approvals set forth on Sections 4.3, 4.4 and 5.3 of the Disclosure Schedule. Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall provide to the other copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity or other Governmental Authority relating to the Contemplated Transactions or any of the matters described in this Section 6.9. Each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Neither the Company, on the one hand, nor Buyer or Merger Sub, on the other hand, shall independently participate in any meeting or conference call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permissible under applicable Law, each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.9(a) or any other section of this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

72

(b)    Without limiting the generality of the undertakings pursuant to this Section 6.9, each of the Company, on the one hand, and Buyer and Merger Sub, on the other hand shall (including by causing their “ultimate parent entities” as that term is defined in the HSR Act (if applicable) to) (i) prepare and file or cause to be prepared and filed all forms, registrations and appropriate filings pursuant to any applicable Competition Law and with any applicable Governmental Antitrust Entity for which a competition filing is required as soon as reasonably practicable, including filing any notification and report form and related material required under the HSR Act no later than five (5) Business Days after the date hereof, (ii) provide or cause to be provided as promptly as practicable to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the Contemplated Transactions and (iii) supply at the earliest practicable date to the appropriate Governmental Antitrust Entities any additional information and documentary material that may be requested pursuant to a Competition Law or other applicable Law. Buyer shall use commercially reasonable efforts to cause (and shall cause its “ultimate parent entity” as that term is defined in the HSR Act (if applicable) to cause) the filings under the HSR Act to be considered for grant of “early termination” (if such early termination is permitted by the applicable Governmental Antitrust Entity at the time of filing), and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Buyer shall be responsible for all filing fees under the HSR Act and any other filings required by Competition Laws set forth on Section 4.3 of the Disclosure Schedule. Buyer and Merger Sub shall not, without the written consent of the Company, “pull-and-refile” pursuant to 16 C.F.R. 803.12 any filing made under the HSR Act, or take any similar action without prior written approval from the Company with respect to any filing made with any Governmental Antitrust Entity.

(c)    If any objections are asserted with respect to the Contemplated Transactions under any Competition Law or if any Action is instituted by any Governmental Antitrust Entity or any private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Buyer and the Company shall, subject to the terms of Section 6.9(e) below, use its commercially reasonable efforts to (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), and/or (ii) take such reasonable action as necessary to overturn any regulatory action by any Governmental Antitrust Entity to prevent or enjoin consummation of this Agreement (and the Contemplated Transactions), including by defending any Action brought by any Governmental Antitrust Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Antitrust Entity or private party may have to such transactions under such Competition Law so as to permit consummation of the Contemplated Transactions.

(d)    From the date of this Agreement through the date (i) of termination of the required waiting periods under the HSR Act and all applicable Competition Laws and (ii) the consents required pursuant to Section 6.9(a) are obtained, Buyer, Merger Sub and any of their Affiliates and the Company shall not take any action that would reasonably be expected to hinder or delay, as applicable, the obtaining of clearance

73

or the expiration of the required waiting periods under the HSR Act and such applicable Competition Laws, or the obtaining of the consents required pursuant to Section 6.9(a) from the applicable Governmental Authorities and third parties.

(e)    Notwithstanding any provision to the contrary in this Agreement, (y) nothing in this Agreement shall require any Party or its Affiliates to litigate with any Governmental Authority concerning the transactions contemplated hereby and (z) no Party nor its Affiliates shall be required hereunder to (I) enter into any settlement, undertaking, consent decree, stipulation or other agreement with any Governmental Authority in connection with this Agreement, or (II) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to the subsidiaries, businesses, assets or properties of Buyer any of its Affiliates or of the Company or its Subsidiaries.

Section 6.10.    R&W Policy.

(a)    At or prior to the date hereof, Buyer will have obtained, at the Buyer’s cost and expense, the R&W Insurance Commitment Letter for the R&W Policy. Buyer shall use its commercially reasonable efforts to seek to cause all conditions set forth in the R&W Insurance Commitment Letter for the issuance of the R&W Policy at the Closing to be satisfied, including paying all costs, expenses and premiums due from it and arising under the R&W Insurance Commitment Letter, as required for the R&W Policy to be effective as of the Closing, including, without limitation, the total premium, underwriting costs, brokerage commission, due diligence fees, Taxes due and payable under the terms of such policy. The R&W Policy shall contain no entitlement to subrogation rights of recovery against any of the Security Holders, except in the case of Fraud. From and after the date of binding the R&W Policy, Buyer and its Affiliates (including, following the Closing, the Surviving Corporation) will not amend, waive or otherwise modify the R&W Policy in any manner materially adverse to any of the Security Holders.

(b)    Buyer hereby agrees that if it becomes apparent that the RWI Policy will not be in full force and effect at the Closing due to no fault of Buyer or breach of its obligations hereunder, Buyer shall use its commercially reasonable efforts to obtain as soon as reasonably possible a comparable replacement buy-side representation and warranty insurance policy for a coverage amount of $15,000,000 (the “Replacement R&W Policy”). For the avoidance of doubt, a replacement buy-side representation and warranty insurance policy will not be deemed to be comparable if it does not provide comparable coverage, exclusions and terms as that contemplated by the R&W Insurance Commitment Letter at a comparable cost.

Section 6.11.    Preservation of Records. For a period of seven years after the Closing Date or such other longer period as required by applicable law, the Surviving Corporation shall preserve and retain, all corporate, accounting, legal, auditing, human resources and other books and records of the Surviving Corporation and each of its Subsidiaries (including (a) any documents relating to any governmental or non-governmental Actions or investigations and (b) all Tax Returns, schedules, work papers and other material records or other documents relating to Taxes of the Surviving Corporation and each of its Subsidiaries) relating to the conduct of the business and operations of the Surviving Corporation and the Company Subsidiaries prior to the Closing Date.

74

Section 6.12.    Notice of Developments. Each of the Company and Buyer shall give prompt (but in any event within three (3) Business Days) notice to the other if any of the following occurs during the Pre-Closing Period:

(a)    any material breach of any material covenant or agreement of such Party hereunder;

(b)    any material breach or inaccuracy of any representation or warranty of such Party in this Agreement;

(c)    any assertion of appraisal rights by any Stockholder pursuant to Section 262 of the DGCL; or

(d)    the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect or Buyer Material Adverse Effect; provided, however, that, if the Company becomes aware of any fact or condition that constitutes a material breach of any representation or warranty made in Article IV above, or if any fact or condition, either currently existing or hereafter occurring, requires any material change in the Disclosure Schedule delivered to Buyer on the date hereof, the Company shall promptly thereafter deliver to Buyer a supplement to the Disclosure Schedule specifying any necessary change. Except as expressly provided below in this Section 6.12, such supplement shall not be deemed to amend the Disclosure Schedule or qualify the related representations and warranties of the Company herein. With respect to any item or matter that relates solely to actions, occurrences, facts, developments, events or Actions that (i) both arise and become known to the Company after the date hereof and would have been required or permitted to be set forth or described in the Disclosure Schedule had such matter existed as of the date hereof, (ii) does not arise from a breach of this Agreement, and (iii) does not reduce, alter or otherwise effect the rights of Buyer under the R&W Policy, the item in such supplement shall be deemed to amend the Disclosure Schedule and qualify the representations and warranties of the Company. Any other supplements to the Disclosure Schedule shall not be deemed to amend the Disclosure Schedule, shall be made without effect to or qualification of any of the related representations and warranties of the Company contained in this Agreement, and shall have no effect on the right of Buyer to terminate this Agreement or the right of the Buyer Indemnitees to seek indemnification; provided, however, for the avoidance of doubt, the failure to provide such notice under this Section 6.12 shall not be interpreted to change (or have the effect of changing) an inaccuracy or breach of a representation and warranty into a breach of a covenant.

Section 6.13.    Exclusivity. During the Pre-Closing Period, the Company will not, and will not permit its Subsidiaries or its or their respective directors, officers, employees, investment bankers and other Representatives to, directly or indirectly, (a) solicit, initiate, facilitate or knowingly encourage the initiation of any Acquisition Proposal or (b) participate in any discussions or negotiations with any third party regarding, or furnish to any third party any information in connection with, any Acquisition Proposal. The

75

Company shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated, and shall cause their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, any Acquisition Proposal.

Section 6.14.    Access to Information. During the Pre-Closing Period, the Company will provide (or cause to be provided, as applicable) Buyer and Buyer’s authorized agents and Representatives reasonable access, at reasonable times during normal business hours and upon reasonable prior written notice (which notice shall describe in sufficient detail the information Buyer and its authorized agents and Representatives are seeking) (x) to the books and records of the Acquired Companies and (y) to the records and ledgers maintained by the Company that specifically relate to onboarding the business and employees of the Acquired Companies, as well as provide Buyer with such reasonable access to the employees of the Acquired Companies as is reasonably necessary to permit Buyer to obtain the related employee information and “onboard” the employees (i.e., employees, medical directors, volunteers, and other contracted employees) of the Acquired Companies on the Closing Date, which “onboarding” shall include “day one” benefits enrollment, 401(k) plan participation and payroll conversion in and to Buyer and any applicable training, communications and information technology/network services related to supporting these “onboarding” activities; provided, that (a) all such access will be coordinated through Lazard, (b) such access does not unreasonably interfere with the operation of the Acquired Companies’ business and will be subject to the Company’s reasonable security measures and insurance requirements, (c) except as reasonably necessary for the “onboarding” process, Buyer and its authorized agents and Representatives will not contact or otherwise communicate, directly or indirectly, with the employees, customers, or suppliers of the Acquired Companies unless, in each instance, approved in advance by the Company (such approval not to be unreasonably withheld, conditioned or delayed), and (d) nothing herein will require the Acquired Companies to furnish to Buyer or provide Buyer with access to information that legal counsel for the Acquired Companies reasonably conclude would reasonably be expected to give rise to antitrust or competition Law issues or that is subject to attorney-client privilege or is the subject of any applicable information privacy or security Laws.

Section 6.15.    Miscellaneous Covenants.

(a)    Updated H1 File, Etc. The Company shall, at least fourteen (14) days prior to the Closing but no more than twenty-one (21) days prior to the Closing, provide Buyer with an updated Section 4.20(d) of the Disclosure Schedule. Further, during the period commencing on the date of delivery of the aforementioned list and continuing throughout the remainder of the Pre-Closing Period, the Company shall not, and the Company shall not permit any of its Subsidiaries to, hire any additional employees, other than such hires arising in the Ordinary Course of Business or as needed, as determined by the Company in its sole discretion reasonably exercised, to maintain appropriate staffing levels; provided, however, that the Company shall give prompt notice to Buyer of changes to staffing levels that increase, materially, such staffing levels relative to historic staffing levels.

76

(b)    Financial Statements. During the Pre-Closing Period, the Company shall provide to Buyer monthly combined financial statements for the Company and its Subsidiaries and year-to-date combined financial statements for the Company and its Subsidiaries for each month following the Most Recent Balance Sheet Date (including, for the avoidance of doubt, each month preceding and following the date hereof), prepared in accordance with GAAP, no later than twenty (20) days after the end of each month, together with the related trial account balances and such other financial information as may be reasonably requested by Buyer.

(c)    Maintenance of Insurance. The Company shall, and shall cause its Subsidiaries to, maintain insurance coverage for the Company and its Subsidiaries through the Closing Date no less favorable than the insurance coverages for them in effect as of the date hereof

(d)    Further Assurances. During the Pre-Closing Period, Buyer and the Company will, as promptly as practicable, use their commercially reasonable efforts to cause the conditions set forth in Sections 7.1, 7.2 and 7.3 to be satisfied and to consummate the Contemplated Transactions as promptly as practical; provided, that, notwithstanding anything to the contrary in this Agreement, except with respect to the HSR filing fee, neither Buyer, Merger Sub nor the Company will be required to pay any consent or similar fee to obtain any third-party consents.

(e)    Stimulus Funds. During the Pre-Closing Period, the Company will not, and will not permit any of its Subsidiaries to, (i) participate in, or receive any amounts pursuant to, any CARES Act stimulus fund programs, including, without limitation, the Public Health and Social Services Emergency Fund, (ii) apply for or receive any PPP loans.

(f)    Corrective Filings. If any notice, disclosure or other information required for maintenance of the Government Program or Third-Party Payor participation by the Company or any Subsidiary or maintenance of the Permits of the Company and its Subsidiaries is discovered prior to the Closing to be inaccurate or insufficient, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate with Buyer to submit any necessary filings or documents to the Government Programs (or other Governmental Authorities) or Third-Party Payor to correct such notice, disclosure or information.

(g)    Termination of 401(k) Plan. Effective no later than the day before the Closing, the Company shall adopt a resolution (contingent upon the consummation of the Closing) and take any action necessary to terminate the Company’s 401(k) Plan and Trust. The Company shall provide such resolution to Buyer reasonably in advance of its adoption and such resolution shall be in a form reasonably satisfactory to Buyer.

(h)    Maintenance of Registered Proprietary Rights. During the Pre-Closing Period, the Company and its Subsidiaries shall duly maintain all Company Proprietary Rights owned by the Company or its Subsidiaries that have been issued by, or registered or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency, and shall duly prosecute all pending filings and submissions previously made in relation to the issuance and/or registration of such Company Proprietary Rights.

77

(i)    Prepayment of Rent. The Company shall, upon the request of Buyer at least three (3) Business Days prior to the Closing, prepay the rental obligations of the Company and its Subsidiaries owing under the Leases for the calendar month commencing on the Closing Date, and, in such event, Buyer shall reimburse the Company therefor at the Closing (the result of which will increase Closing Cash).

(j)    NY CHOW. During the Pre-Closing Period, the Company shall use its commercially reasonable efforts, and shall cause its Subsidiaries to use commercially reasonable efforts to, as applicable, submit all applicable filings with the appropriate New York Governmental Authorities needed to effectuate the change of ownership of the skilled home health agency being acquired pursuant to the consummation of the transactions contemplated by that certain Asset Contribution Agreement by and among South Nassau Communities Hospital, OGL Holdings, LLC and One Gustave L. Levy Place, LLC, dated April 7, 2021 (the “Nassau Transaction”).

(k)    Section 280G Stockholder Approval. Prior to the Closing Date, the Company shall cause a stockholder vote to be conducted to determine, in a manner reasonably satisfactory to Buyer, the right of any “disqualified individual” (as defined in section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under section 280G(b) of the Code (determined without regard to section 280G(b)(4) of the Code) as a result of the consummation of the transactions contemplated by this Agreement, in a manner that satisfies the stockholder approval requirements under section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. Consistent with section 280G(b)(5) and the regulations promulgated thereunder, such vote shall establish the “disqualified individual’s” right to the payment, benefit or other compensation to the extent necessary so that no such payment received by such “disqualified individual” would be a “parachute payment” under section 280G(b) of the Code. At the Closing, the Company shall provide Buyer stockholder resolutions or stockholder consents evidencing that such vote has been conducted in accordance with this Section (such resolutions or consents, the “280G Resolutions”).

ARTICLE VII.    

CONDITIONS TO CLOSE

Section 7.1.    Conditions to the Obligations of All Parties. The respective obligations of each Party to consummate the Contemplated Transactions are subject to the satisfaction (or waiver by each Party) of the following conditions as of the Closing Date:

(a)    No Judgments. No final, nonappealable Governmental Order shall have been entered which would (i) prevent the performance of this Agreement or the consummation of any of the Contemplated Transactions, (ii) declare unlawful the Contemplated Transactions, or (iii) cause such Contemplated Transactions to be rescinded.

78

(b)    Expiration of Waiting Period. The waiting period or required approval applicable to the Contemplated Transactions under the HSR Act shall have expired (or early termination shall have been granted) or been received (if available).

(c)    Stockholder Approval. The Stockholder Approval shall have been obtained and shall remain in full force and effect.

Section 7.2.    Conditions to Buyer and Merger Sub’s Obligations. The obligations of Buyer and Merger Sub to consummate the Contemplated Transactions are subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following conditions as of the Closing Date:

(a)    Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date without giving effect to any “materiality,” “Company Material Adverse Effect” or similar qualification or exception contained therein (other than such representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct as of such specified date or time), except where the failure of such representations and warranties to be so true and correct has not had, individually or in the aggregate, a Company Material Adverse Effect.

(b)    Performance. The Company will have performed and complied in all material respects with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing; provided, however, this condition will not be deemed to be unsatisfied by the Company on account of its failure to provide any notice under Section 6.12 unless the Company shall have received written notice of such failure to provide such notice from Buyer and failed to cure such failure within ten (10) Business Days of its receipt of such written notice as contemplated by Section 8.1(d).

(c)    Compliance Certificate. The Company shall have delivered to Buyer a certificate signed by a duly authorized Representative of the Company, dated as of the Closing Date, stating that the conditions set forth in Section 7.2(a) and Section 7.2(b), as they relate to the Company, have been satisfied.

(d)    Escrow Agreement. Seller Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement.

(e)    Debt Payoff Letters. The Company shall have delivered the Debt Payoff Letters to Buyer.

(f)    FIRPTA Certificate. The Company shall have delivered the FIRPTA Certificate to Buyer.

(g)    Company Certificate. The Company shall have delivered to Buyer a certificate signed by a duly authorized Representative of the Company, dated as of the Closing Date, certifying and attaching true, correct, and complete copies of (i) the resolutions or written consent of the board of directors of the Company duly authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Contemplated Transactions, (ii)

79

the Stockholder Approval, (iii) the Company’s Organizational Documents in effect immediately prior to the Effective Time, and (iv) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Company, to be dated no earlier than ten (10) Business Days prior to the Closing Date.

(h)    R&W Policy. The R&W Policy or the Replacement R&W Policy, as applicable, shall be in full force and effect (provided this condition to Closing is contingent upon the Buyer’s compliance with its obligations under Section 6.10).

(i)    Stockholder Approval. Stockholders holding at least ninety percent (90%) of the total issued and outstanding voting capital stock of the Company shall have approved this Agreement and the Contemplated Transactions and the Company shall have delivered evidence thereof to Buyer.

(j)    Governmental Authority Approvals. All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Authority as set forth on Section 4.3 of the Disclosure Schedule, shall have been obtained or made;

(k)    Material Third Party Consents. Those consents, authorizations, and approvals of (or notices or flings with) those third parties listed on Schedule 7.2(k) shall have been obtained or made;

(l)    Subsidiary Certificates. The Company shall have delivered to Buyer a certificate executed on behalf of each Subsidiary having attached thereto (A) the Organizational Documents of each Subsidiary, as in effect immediately prior to the Closing, and (B) certificates of good standing for the Subsidiaries issued by the applicable state agency of the state where each respective Subsidiary is organized, dated as of a date no more than ten (10) Business Days prior to the Closing Date;

(m)    Repayment Certificate. The Company shall have delivered to Buyer a certificate executed on behalf of the Company by the Company’s Chief Financial Officer certifying that, to such person’s actual knowledge on the Closing Date, the Company and its Subsidiaries have (i) made the repayments or overpayments that are required to be made by them under applicable Law and the Material Contracts, if any, or otherwise accrued for such amounts in Closing Net Working Capital using a reasonable estimation approach; and (ii) made any disclosures to the Office of Civil Rights and its state equivalents that are required to be made by them under applicable Law, if any;

(n)    Resignations and Amendments. The Company shall have delivered to Buyer a Resignation from Officer and Director Positions and First Amendment to Employment Agreement from each individual listed on Schedule 7.2(n), in each case duly executed by the Company and the related individual;

(o)    Certificate of Merger. The Certificate of Merger shall have been duly filed with the Delaware Secretary of State; and

(p)    280G Resolutions. The Company shall have delivered the 280G Resolutions.

80

Section 7.3.    Conditions to the Company’s Obligations. The obligation of the Company to consummate the Contemplated Transactions is subject to the satisfaction (or waiver by the Company in its sole discretion) of the following conditions as of the Closing Date:

(a)    Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date without giving effect to any “materiality,” “Buyer Material Adverse Effect” or similar qualification or exception contained therein (other than such representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct as of such specified date or time), except where the failure of such representations and warranties to be so true and correct has not had, individually or in the aggregate, a Buyer Material Adverse Effect.

(b)    Performance. Each Buyer Entity will have performed and complied in all material respects with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by it at or prior to the Closing.

(c)    Compliance Certificate. Each Buyer Entity shall have delivered to the Company a certificate signed by a duly authorized Representative of such Person, dated as of the Closing Date, stating that the conditions set forth in Section 7.3(a) and Section 7.3(b), as they relate to such Person, have been satisfied.

(d)    Escrow Agreement. Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement.

Section 7.4.    Frustration of Closing Conditions. None of the Company, Buyer or Merger Sub may rely on the failure of any condition set forth in Sections 7.1, 7.2 or 7.3, as the case may be, if such failure was caused by such party’s (or in the case of Buyer or Merger Sub, either of such parties’) failure to comply with any provision of this Agreement.

ARTICLE VIII.

TERMINATION

Section 8.1.    Termination. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing:

(a)    by mutual written consent of Buyer and the Company;

(b)    by either Buyer or the Company if the Closing has not occurred on or before 5:00 p.m., Eastern Time (ET), on the Termination Date; provided that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date.

81

(c)    by the Company, if any Buyer Entity breaches in any material respect any of its representations or warranties contained in this Agreement or breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to the Company’s obligations to consummate the Contemplated Transactions set forth in Sections 7.1 and 7.3 not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Buyer by the Company, cannot be cured or has not been cured by the earlier of the Termination Date and ten (10) Business Days after the delivery of such notice; provided, however, that the right to terminate this Agreement under Section 8.1(c) shall not be available to the Company, if the Company is then in material breach of any representation, warranty, covenant or agreement contained in this Agreement;

(d)    by Buyer, if the Company breaches in any material respect any of its representations or warranties contained in this Agreement or breaches or fails to perform in any material respect any of its covenants contained in this Agreement, which breach or failure to perform (i) would render a condition precedent to Buyer’s obligations to consummate the transactions contemplated hereby set forth in Sections 7.1 and 7.2 not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to the Company by Buyer, cannot be cured or has not been cured by the earlier of the Termination Date and ten (10) Business Days after the delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to Buyer if Buyer is then in material breach of any representation, warranty, covenant or agreement contained in this Agreement;

(e)    by Buyer if the Company has failed to deliver the Stockholder Approval to Buyer within five (5) Business Days after signing this Agreement;

(f)    by Company if (i) (all of the conditions set forth in Sections 7.1 and 7.2 have been satisfied or waived (other than those conditions that by their term are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date that notice of termination is delivered by the Company to Buyer) and (ii) Buyer does not complete the Merger by the date the Closing is required to occur pursuant to Section 2.2; or

(g)    by either Buyer or the Company if a court of competent jurisdiction or other Governmental Authority shall have issued an order permanently restraining, enjoining or otherwise prohibiting the Contemplated Transaction and such order shall have become final and non-appealable.

Any Party desiring to terminate this Agreement shall give written notice of such termination to the other Parties.

Section 8.2.    Effect of Termination. In the event of a valid termination of this Agreement pursuant to Section 8.1, this Agreement (other than the provisions of this Article VIII, Section 6.4 (Publicity; Confidentiality), the second to last sentence of Section 6.9(b) (Regulatory Approvals) and Article X (Miscellaneous), as well as any defined terms used in such sections, each of which shall survive such termination) shall then be null and void and have no further force and effect and all other rights and Liabilities of the Parties hereunder will terminate without any Liability of any Party to any other Party,

82

except for Liabilities arising in respect of any material breach of this Agreement resulting from a volitional act taken with knowledge by the breaching party that it constituted a breach of this Agreement which occurred prior to such termination.

ARTICLE IX.

INDEMNIFICATION; R&W POLICY

Section 9.1.    Survival. The representations, warranties and covenants contained in this Agreement and the other Transaction Documents and in any certificate delivered at the Closing shall survive the Closing and terminate at 5:00 PM Eastern time on the date that is twelve (12) months after the Closing Date; provided, however, that:

(a)    all covenants and agreements contained herein or in the other Transaction Documents which by their terms are to be performed solely, or which prohibit actions, subsequent to the Closing, shall survive the Closing in accordance with their terms or, if no term is specified, in accordance with the applicable statute of limitations;

(b)    all covenants and agreements contained herein which by their terms are to be performed solely, or which prohibit actions, prior to the Closing, shall survive the Closing and terminate on the earlier of (x) completion of performance thereof and (y) 5:00 PM Eastern time on the date that is nine (9) months after the Closing Date; and

(c)    the Fundamental Representations shall survive the Closing and terminate at 5:00 PM Eastern time on the date of expiration of the applicable statute of limitations (as applicable in each of the foregoing cases in clauses (a), (b) and (c) of this Section 9.1, the “Survival Expiration Date”).

No claim for breach of any representation, warranty, covenant or agreement, or claim for indemnification under Section 9.2(a) or Section 9.3(a), as applicable, may be brought after the applicable Survival Expiration Date, except for claims made in good faith (1) of which the Seller Representative has been notified in writing with reasonable specificity by Buyer prior to the applicable Survival Expiration Date, or (2) of which Buyer has been notified in writing with reasonable specificity by the Seller Representative prior to the applicable Survival Expiration Date.

Section 9.2.    Indemnification of the Buyer Indemnitees.

(a)    If the Closing occurs, subject to the terms of this Article IX, the Security Holders agree to indemnify and hold harmless the Acquired Companies, Buyer and its Affiliates (collectively, the “Buyer Indemnitees”) from and against, and pay to the Buyer Indemnities the amount of, or reimburse the Buyer Indemnitees for, any Losses incurred by the Buyer Indemnitees by reason of:

(i)    any inaccuracy or breach of any of the representations and warranties of the Company contained herein, any inaccuracy or breach of any of the representations and warranties of the Security Holders contained in the Letters of Transmittal or Cancellation Agreements, and any inaccuracy or breach of any of the representations and warranties contained in any certificate delivered at the Closing by or on behalf of the Company or the Security Holders pursuant to this Agreement;

83

(ii)    the failure of the Company to perform any of its covenants or agreements contained herein required to be performed prior to the Closing;

(iii)    any Excluded Matter (in each case, without regard to any matters disclosed on the Company Disclosure Schedule);

(iv)    the failure of the Seller Representative or the Security Holders to perform any of their respective covenants or agreements contained herein or in the Transaction Documents required to be performed after the Closing; and

(v)    Fraud.

For purposes of determining both (1) whether the Company, the Seller Representative or any Security Holders, as applicable, has breached any of its representations and warranties or covenants or agreements herein, and (2) the amount of Losses suffered or incurred by any Buyer Indemnitee by reason of such breach, qualifications therein referring to “material”, “in all material respects”, “Material Adverse Effect” and other qualifications of similar import or effect shall be disregarded (the “Materiality Scrape”); provided, however, that if Buyer did not have a basis for a Fraud claim under this Article IX prior to the Materiality Scrape, application of the Materiality Scrape shall not result in Buyer having a basis to bring a Fraud claim after such application. The Materiality Scrape (i) shall not apply to the representations contained in Sections 4.7(b), 4.18(a), and the first sentence of Section 4.24, and (ii) shall not apply to references to “Material Contracts” and will be disregarded in the definition of “Company Material Adverse Effect”.

(b)    In addition to the limitations in Section 9.1, the right of the Buyer Indemnitees to submit claims pursuant to Section 9.2(a) is subject to the following limitations:

(i)    no right to be indemnified or held harmless shall exist and no claim may be made against the Security Holders under Section 9.2(a)(i) (except for Fraud, which shall not be subject to the Deductible)) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees in respect of claims thereunder equals or exceeds $1,250,000 (the “Deductible”), after which point the Security Holders shall be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Deductible (subject to the other terms and limitations herein);

(ii)    no right to be indemnified or held harmless shall exist and no claim may be made against the Security Holders under Section 9.2(a)(iii) (except for Fraud, which shall not be subject to the Excluded Matters Deductible)) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees in respect of claims thereunder equals or exceeds $1,250,000 (the “Excluded Matters Deductible”), after which point the Security Holders shall be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Excluded Matters Deductible (subject to the other terms and limitations herein);

84

(iii)    except for Fraud, the aggregate liability of the Security Holders for all Losses under Section 9.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000);

(iv)    except for Fraud, the aggregate liability of the Security Holders for all Losses under Sections 9.2(a)(i), 9.2(a)(ii), and 9.2(a)(iii) shall not exceed the Indemnity Escrow Amount (which Indemnity Escrow Amount, together with the R&W Policy, as applicable, shall be the Buyer Indemnitee’s exclusive source of recovery for such Losses);

(v)    in the case of either (x) any Fraud by a Security Holder or (y) any breach by a Security Holder of its covenants or agreements contained herein or in the Transaction Documents required to be performed after the Closing, the Buyer Indemnitees shall look solely to the related Security Holder to recover their related Losses;

(vi)    in the case of either (x) any Fraud by the Company or (y) any breach by the Seller Representative of its covenants or agreements contained herein or in the Transaction Documents required to be performed after the Closing, the Security Holders shall be severally (and not jointly) liable for the related Losses in accordance with their respective pro rata shares actually received of the Aggregate Adjusted Per Share Consideration Amount; and

(vii)    except for Fraud by the related Security Holder, the aggregate liability of each Security Holder for all indemnification claims made against such Security Holder pursuant to Section 9.2(a) shall not exceed such Security Holder’s pro rata share of the Aggregate Consideration Amount actually received by such Security Holder.

Section 9.3.    Indemnification of the Seller Indemnitees.

(a)    If the Closing occurs, subject to the terms of this Article IX, Buyer agrees to indemnify and hold harmless the Security Holders (collectively, the “Seller Indemnitees”) from and against, and pay to the Seller Indemnities the amount of, or reimburse the Seller Indemnitees for, any Losses incurred by the Seller Indemnitees by reason of (i) any inaccuracy or breach of any of the representations or warranties of Buyer contained herein or in any certificate delivered at the Closing by Buyer pursuant to this Agreement and (ii) the failure of Buyer to perform any of its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of Buyer to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing.

(b)    In addition to the limitations in Section 9.1, the right of the Seller Indemnitees to submit claims pursuant to Section 9.3(a) is subject to the following limitations:

(i)    no right to be indemnified or held harmless shall exist and no claim may be made against Buyer under Section 9.3(a)(i) (except for Fraud, which shall not be subject to the

85

Deductible) unless and until the aggregate amount of all Losses incurred by the Seller Indemnitees in respect of claims thereunder equals or exceeds the Deductible, after which point Buyer shall be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the Deductible (subject to the other terms and limitations herein); and

(ii)    except for Fraud, the aggregate liability of Buyer for all Losses under Section 9.3(a)(i) shall not exceed $2,500,000; and

(iii)    except for Fraud, the aggregate liability of Buyer for all indemnification claims made against Buyer pursuant to Section 9.3(a) shall not exceed the Aggregate Consideration Amount actually paid by Buyer.

Section 9.4.    Indemnification Procedures and Related Provisions and Additional Limitations.

(a)    Any party entitled to make a claim for indemnification hereunder (the “Indemnified Party”) shall promptly notify (a “Claim Notice”) the indemnifying party (the “Indemnifying Party”) of the claim in writing upon learning of such claim or the facts constituting such claim, describing the claim in reasonable detail, the amount thereof, and the basis therefor, and in the case of any claims based on a claim by a third party, attach all notices, pleadings and other documents or instruments served upon or received by the Indemnified Party with respect thereto; provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is prejudiced by such delay. The Indemnifying Party’s failure to respond to a Claim Notice within twenty (20) business days of its delivery will be deemed to be a denial of the claim.

(b)    In the event that any Action is commenced by a third party involving a claim (an “Asserted Liability”) for which an Indemnified Party is entitled to be indemnified and held harmless hereunder by an Indemnifying Party, the Indemnifying Party shall have twenty (20) business days from its receipt of the Claim Notice to notify the Indemnified Party in writing whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and with non-conflicted counsel reasonably acceptable to the Indemnified Party, to defend against such Asserted Liability. If the Indemnifying Party undertakes to defend against such Asserted Liability, which shall require the Indemnifying Party to (i) notify the Indemnified Party in writing that it has assumed such defense and that the facts asserted in such Asserted Liability are within the scope of the indemnification obligations of such Indemnifying Party and (ii) provide evidence of its financial wherewithal to do so should the Indemnifying Party’s liability exposure for the Asserted Liability exceed the remaining balance of the applicable escrow fund, the Indemnifying Party shall use its commercially reasonable efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability. The Indemnified Party, at its own expense, shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose. If the Indemnifying Party does not undertake to defend the Asserted Liability (or is not entitled to the defend the Asserted Liability under Section 9.4(d)), the Indemnifying Party shall be entitled to participate in the defense of such claim

86

and to employ counsel of its choice for such purpose at its own expense. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Asserted Liability without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Asserted Liability without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement or judgment (x) provides for a full and unconditional release of the Indemnified Party without any admission of wrongdoing or liability, (y) does not require the Indemnified Party to make any monetary payments other than those for which it will be reimbursed in full contemporaneously therewith (subject to the Deductible or Excluded Matters Deductible, as applicable), and (z) does not include any non-monetary relief.

(c)    The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all non-privileged information and documents available to them which relate to an Asserted Liability. The Indemnified Party and the Indemnifying Party and the Acquired Companies and their respective employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of an Asserted Liability.

(d)    Notwithstanding the foregoing terms of Section 9.4(b), the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Asserted Liability if (i) the Asserted Liability is a criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Asserted Liability that is not cured within a reasonable time after receiving written notice from the Indemnified Party specifying in reasonable detail the manner in which the Indemnifying Party has so failed or is failing, (iii) the relief sought in respect of the Asserted Liability includes non-monetary relief (other than a general boilerplate request for such other and further relief as the court deems just and proper), or (iv) the Indemnifying Party asserts defenses or otherwise takes actions or attempts to take actions that are contrary to the best interests of the Indemnified Party.

(e)    Notwithstanding anything to the contrary in this Section 9.4, (i) the control of the defense of any third-party claim for which any Buyer Indemnitee is entitled recovery under the R&W Policy shall be subject to the provisions of such R&W Policy, and (ii) the control of the defense of any Tax Contest shall be governed exclusively by Section 6.3(d).

Section 9.5.    Insurance and Other Third Party Recoveries. In calculating the monetary thresholds set forth in Sections 9.2(b)(i) and 9.2(b)(ii), as applicable, and the amounts otherwise payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy (other than the R&W Policy) with respect to such Losses (after giving effect to any applicable deductible or retention, any out of pocket costs incurred by the Indemnified Party, and any increase of premium in connection therewith), and (ii) any amounts actually recovered by the Indemnified Party from any other Person with respect to such Losses (after giving

87

effect to any out of pocket costs incurred by the Indemnified Party in connection therewith). In the event an insurance recovery or third party recovery relating to an indemnification payment is received after the Indemnifying Party has made an indemnification payment under this Agreement that did not take into account such insurance recovery or third party recovery, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the lesser of such insurance recovery or third party recovery (net of any applicable deductible or retention, any out of pocket costs incurred by the Indemnified Party, and any increase of premium in connection therewith, as applicable), as applicable, and the amount of the related indemnification payment. Each Indemnified Party shall use commercially reasonable efforts to mitigate the amount of Losses for which it may be entitled to indemnification hereunder; provided, however, notwithstanding the foregoing, it is expressly understood and agreed that the Buyer Indemnitees shall not have any obligation to assert any claims with, or otherwise seek to recover any amounts from, their respective insurers with respect to any matters for which they may be entitled to indemnification hereunder.

Section 9.6.    Reserved.

Section 9.7.    Remedies Exclusive. EXCEPT FOR FRAUD AND EQUITABLE RELIEF, INCLUDING THAT CONTEMPLATED BY SECTION 10.11, THE REMEDIES PROVIDED IN THIS ARTICLE IX SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES HERETO AND THE OTHER INDEMNITEES NAMED HEREIN AND THEIR HEIRS, SUCCESSORS AND ASSIGNS AFTER THE CLOSING WITH RESPECT TO THIS AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY BREACH OR NON-PERFORMANCE OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED HEREIN OR ANY OTHER MATTERS OR CLAIMS ARISING UNDER APPLICABLE LAW. In furtherance of the foregoing, Buyer, for itself and on behalf of Buyer Indemnitees hereby waives, from and after the Closing Date, to the fullest extent permitted under applicable Law, any and all rights and claims for damages or Losses it may have against Company and/or any of its Subsidiaries arising under, based upon or relating to this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any applicable Law, common law or otherwise. Notwithstanding the foregoing, nothing herein shall be deemed to limit any recourse Buyer Indemnitees may have against the R&W Policy or otherwise as expressly set forth in this Article IX.

Section 9.8.    Tax Treatment of Indemnity Payments. For all Tax purposes, the parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the Aggregate Consideration Amount to the extent permitted by applicable Law.

Section 9.9.    No Circular Recovery. Notwithstanding anything to the contrary herein, the Seller Indemnitees shall not make any claim for indemnification against the Buyer Indemnitees by reason of the fact that any Seller Indemnitee was a controlling person, director/manager, officer, employee or representative of any of the Acquired Companies or was serving as such for another Person at the request of any of the Acquired Companies (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to any applicable Law, Contractual Obligations or otherwise) with respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement or any

88

of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement or the transactions contemplated hereby, the Seller Indemnitees expressly waive any right of subrogation, contribution, advancement, indemnification or other claim against the Acquired Companies with respect to any amounts owed by the Security Holders hereunder. Neither any Seller Indemnitee nor Buyer Indemnitee is to be entitled to recover any Losses pursuant to this Article IX to the extent such Seller Indemnitee or Buyer Indemnitee has previously recovered the full cash amount of such Losses pursuant to another provision of this Agreement, including to the extent that such Losses were included in the calculation of Closing Net Working Capital. For purposes of calculating Losses to which any Buyer Indemnitees are entitled under this Article IX, (i) such Losses shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant, or agreement; (ii) such Losses shall not include Losses related to any matter that was taken into account (including with respect to any reserves) in the determination and calculation of the Aggregate Merger Consideration Amount; (iii) such Losses shall be reduced by the amount of any prior or subsequent recovery by a Buyer Indemnitee from any other Person with respect to such Losses; provided, however, that such Buyer Indemnitee shall promptly reimburse the Security Holders for any subsequent recoveries for such sources if previously indemnified hereunder so as to avoid a double recovery; and (iv) such Losses shall not include Losses reserved for in the Financials.

Section 9.10.    Effect on R&W Policy. Notwithstanding anything to the contrary in this Agreement, nothing in Article IX shall limit any rights of Buyer pursuant to the R&W Policy, it being understood and agreed that the survival provisions set forth in Section 9.1 and the other limitations in the other subsections of Article IX are not applicable to, and shall not in any way limit, claims under the R&W Policy, except as and to the extent expressly set forth in the R&W Policy.

ARTICLE X.

MISCELLANEOUS

Section 10.1.    Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via electronic mail to the address set out below, (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective Parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

If to any Buyer Entity or the Surviving Corporation:

Amedisys Holding, L.L.C.

c/o Amedisys, Inc.

3854 American Way

89

Suite A

Baton Rouge, LA 70816-4013

Facsimile No.: (225) 299-3796

Email:    paul.kusserow@amedisys.com

Attn:      Paul B. Kusserow

    Chief Executive Officer

Amedisys Holding, L.L.C.

c/o Amedisys, Inc.

209 10th Avenue, Suite 512

Nashville, TN 37203

Facsimile No.: (225) 299-3796

Email:    dave.kemmerly@amedisys.com

Attn:      David L. Kemmerly, Esq.

    Chief Legal and Government Affairs Officer

with a copy (which shall not constitute notice) to:

Butler Snow LLP

445 North Boulevard, Suite 300

Baton Rouge, LA 70802

Email:    lee.kantrow@butlersnow.com

     jacob.kantrow@butlersnow.com

     george.holmes@butlersnow.com

Attn:      Lee C. Kantrow, Esq

    Jacob M. Kantrow, Esq

    George P. Holmes, Esq.

If to the Company prior to the Closing:

Contessa Health, Inc.

49 Music Square West, Suite 401

Nashville, TN 37203

Attention: Travis Messina

Email: tmessina@contessahealth.com

with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

E-mail:             AHumphreys@bassberry.com

              PWilson@bassberry.com

Attention:       Angela Humphreys

              Price Wilson

90

If to the Seller Representative, to:

Shareholder Representative Services LLC

950 17th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Email: deals@srsacquiom.com

Telephone: (303) 648-4085

with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

E-mail:           AHumphreys@bassberry.com

            PWilson@bassberry.com

Attention:     Angela Humphreys

            Price Wilson

Section 10.2.    Succession and Assignment; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No Party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties, and any attempt to do so will be null and void ab initio, provided, that no consent shall be required in connection with an assignment pursuant to Section 6.5(c); provided, further, that Buyer may at any time in its sole discretion and without the consent of any other Party assign, in whole or in part, its rights under this Agreement for collateral purposes to any creditor of Buyer, but no such assignment shall relieve Buyer of any Liability hereunder. Except as set forth in Section 6.7, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties hereto any right, benefit or remedy under or by reason of this Agreement.

Section 10.3.    Amendments. This Agreement may not be amended other than in an instrument in writing signed by Buyer and the Seller Representative.

Section 10.4.    Waiver; Remedies Cumulative. Any Party may extend the time for the performance of any of the obligations or other acts required to be performed by another Party hereunder, waive any inaccuracies in the representations and warranties of another Party contained herein or in any document delivered pursuant hereto and waive compliance with any of such Party’s agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument

91

in writing signed by the Party or Parties to be bound thereby. No failure or delay on the part of any Party in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. Any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy expressly conferred hereby, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

Section 10.5.    Disclosure Schedule. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. Headings and subheadings have been inserted in the Disclosure Schedule for convenience of reference only and shall not have the effect of amending or changing the express description thereof as set forth in this Agreement. Disclosure of any fact or item in this Agreement or the Disclosure Schedule referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections. Neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amounts, higher or lower amounts, or the item so included or other items, are or are not material or are within or outside the ordinary course of business, and no Party shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the Parties as to whether any obligation, item or matter is or is not required to be disclosed (including, whether such amounts or items are or are not material), or may constitute an event or condition which could be considered to have a Company Material Adverse Effect. No matter or item disclosed on the Disclosure Schedule admitting or indicating a possible breach or violation of any contract, law or order shall be construed as an admission or indication that an actual breach or violation exists, has actually occurred or will occur. The Parties do not assume any responsibility to any Person that is not a Party to this Agreement for the accuracy of any information set forth in the Schedules. Subject to applicable law, the information on the Disclosure Schedule is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of any other agreements, including the Confidentiality Agreement. Moreover, in disclosing the information in the Disclosure Schedule, each Party expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

Section 10.6.    Entire Agreement. This Agreement, the other Transaction Documents, the Disclosure Schedule (including all exhibits and schedules hereto and thereto) and other documents and instruments delivered in connection herewith constitute the entire agreement and supersede all prior representations, agreements, understandings and undertakings, whether written or oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof.

92

Section 10.7.    Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile transmission or electronic transmission in portable document format (.pdf)), each of which will be deemed an original, which when taken together shall constitute one and the same agreement. This Agreement will be deemed effective when duly executed and delivered by each Party.

Section 10.8.    Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to the Parties. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to amend or otherwise modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner such that that transactions contemplated hereby are fulfilled to the extent possible.

Section 10.9.    Choice of Law; Consent to Jurisdiction. The law, including the statutes of limitation, of the State of Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each of the Company, Buyer Entities and the Seller Representative hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the Contemplated Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the Parties hereto agrees, (a) to the extent such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and (b) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Notwithstanding any of the foregoing, any and all disputes relating to the Closing Statement shall be exclusively resolved in accordance with the provisions of Section 3.4.

Section 10.10.    Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

93

THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 10.11.    Specific Performance. The Parties agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event. Accordingly, and notwithstanding anything herein to the contrary, it is acknowledged that the Parties and the third party beneficiaries of this Agreement shall be entitled to equitable relief, without proof of actual damages, including an injunction or injunctions or orders for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including any order sought by the Company and/or the Seller Representative to cause Buyer and/or Merger Sub to perform its agreements and covenants contained in this Agreement), in addition to any other remedy to which they are entitled at law or in equity as a remedy for any such breach or threatened breach. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.11 and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each Party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

Section 10.12.    Expenses. Except as otherwise expressly provided herein, each of the Company, the Security Holders, the Buyer Entities and the Seller Representative shall pay all of their own fees and expenses incurred in connection with this Agreement and the Contemplated Transactions, including the fees and disbursements of counsel, financial advisors and accountants.

Section 10.13.    Nonrecourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as Parties in the preamble to this Agreement and the Security Holders (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of the

94

foregoing (in each case who is not a Contracting Party) (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach of this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Without limiting the foregoing and subject to the last sentence hereof, effective at the Effective Time, the Surviving Corporation (each a “Releasor”), on behalf of itself and its respective officers, directors, equityholders, Subsidiaries and Affiliates, and each of their respective successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, each of the Security Holders, the Seller Representative, and each of their respective past, present and future officers, managers, directors, equityholders, partners, members, Affiliates, employees, counsel and agents (each, a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, which such Releasor or its successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing whatsoever arising prior to or from and after the Closing Date. Subject to the last sentence hereof, each Releasor agrees not to, and agrees to cause its respective officers, directors, equityholders, Subsidiaries and Affiliates, and each of their respective successors and assigns, not to, assert any claim against the Releasees. Notwithstanding the foregoing, (x) Buyer shall retain, and its successors and assigns retain, and do not release, any of their rights against the Releasees under this Agreement and the Ancillary Agreement, (x) Buyer shall retain, and its successors and assigns retain, and do not release, their rights with respect to Fraud, (y) Buyer shall retain, and its successors and assigns, retain, and do not release, their rights with respect to making a claim against the R&W Policy, and (z) nothing herein is intended or shall be construed to affect the Company or any of its Subsidiaries’ rights in respect of any employee thereof.

Section 10.14.    Representation. In any dispute or proceeding arising under or in connection with this Agreement or the transactions contemplated by this Agreement, the Seller Representative, on behalf of the Security Holders, shall have the right, at its election, to retain the firm of Bass Berry & Sims PLC (“BBS”) to represent the Security Holders in such matter and Buyer and Merger Sub hereby irrevocably consent to, and waive any conflict associated with, any such representation in any such matter. Each of the Company, Buyer and Merger Sub acknowledges and agrees that BBS has acted as counsel for the Company and no other Person, in connection with this Agreement. The parties agree that the fact that BBS has represented the Company prior to the Closing shall not prevent BBS from representing the Security Holders or the Seller Representative in connection with any matters involving this Agreement, including any disputes between any of the Parties hereto that may arise after the Closing. The Company, Buyer and Merger Sub hereby waive any actual or potential conflict of interest relating to BBS’s representation of the Security Holders or the Seller Representative in the Contemplated Transactions. Buyer, on behalf of itself and its

95

Affiliates, including, after the Effective Time, the Surviving Corporation (and their respective directors, officers, employees, Affiliates, controlling persons and representatives and their respective successors and assigns), hereby irrevocably acknowledges and agrees that all attorney-client communications between, on the one hand, any Security Holder and/or the Company (and their respective directors, officers, employees, Affiliates, controlling persons and representatives) and, on the other hand, their counsel, including BBS, that specifically relate to the negotiation, preparation, execution and delivery of this Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Contemplated Transactions or in connection with the Closing of the Contemplated Transactions, shall be deemed privileged communications as to which such privilege may only be waived by the Seller Representative and only in connection with disputes between the Parties relating to this Agreement, and neither Buyer nor any Person purporting to act on behalf of or through Buyer will seek to obtain any such privileged communications by any process.

Section 10.15.    Buyer Guarantee. Buyer agrees to take all action necessary to cause Merger Sub and the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement on a timely basis. Buyer unconditionally guarantees to the Company the full and complete performance by each of Merger Sub and the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub or the Surviving Corporation, as applicable, under this Agreement. Buyer hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Merger Sub and/or the Surviving Corporation, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 10.15 or elsewhere in this Agreement.

Section 10.16.    Time of the Essence; Further Assurances. Time is of the essence in this Agreement. If the date specified for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next date which is a Business Day. From and after the Closing, each Party shall execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and will take such further actions as may be reasonably requested by the other Party(ies) as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the Contemplated Transactions.

Section 10.17.    Intervention and Limited Guarantee by Amedisys.

(a)    Amedisys represents and warrants to the Company that, as of the date hereof and as of the Closing:

(i)    Amedisys is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

96

(ii)    Amedisys has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts or proceedings required to be taken by Amedisys to authorize the execution and delivery of this Agreement and the performance of Amedisys’ obligations hereunder have been properly taken.

(iii)    This Agreement has been duly authorized, executed, and delivered by Amedisys and, assuming the due and valid authorization, execution, and delivery of this Agreement by the Company and Seller Representative, this Agreement constitutes the legal, valid, and binding obligation of Amedisys, Enforceable against it in accordance with its terms.

(iv)    Except as set forth in Section 5.3 of the Disclosure Schedule, the execution, delivery, and performance of this Agreement by Amedisys and the consummation by it of the transactions contemplated hereby will not (a) violate any provision of the Organizational Documents of Amedisys, (b) violate any material Law applicable to, binding upon, or Enforceable against Amedisys, (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon, or accelerate, any Contractual Obligation to which Amedisys is a party or bound, (d) result in the creation or imposition of any Encumbrance upon any of the material property or material assets of Amedisys, or (e) require the consent or approval of any Governmental Authority or any other Person.

(b)    Amedisys hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely a surety, to the Security Holders (i) the performance of all obligations of Buyer under this Agreement to the extent such obligations are to be performed prior to or at the Closing and (ii) the due and punctual payment by Buyer of all payments owing by Buyer pursuant to Sections 3.2 and 3.4 of this Agreement (clauses (i) and (ii) collectively, the “Guaranteed Obligations”). The guarantee by Amedisys set forth in clause (i) above shall terminate upon consummation of the Closing. The guarantee by Amedisys set forth in this Section shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of the Guaranteed Obligations is rescinded or must otherwise be returned by the Security Holders upon the insolvency, bankruptcy or reorganization of Amedisys or otherwise, all as though such payment had not been made. This is a guarantee of payment and performance, as applicable, and not of collection only. The Security Holders shall not be required to make any demand upon, or to pursue or exhaust any right or remedy against, Buyer prior to exercising its rights under this Section, and no delay or omission on the part of the Security Holders in exercising rights hereunder shall operate as a waiver or relinquishment of such rights or remedies. To the fullest extent permitted by law, Amedisys hereby expressly, unconditionally and irrevocably waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Security Holders (but, for the avoidance of doubt, does not waive any right or defense arising under any provision of this Agreement that requires election of remedies by the Security Holders). Amedisys waives promptness, diligence, notice of the acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of incurrence of the

97

Guaranteed Obligations and all other notices of any kind, any right to require the marshalling of assets of Buyer or any other Person interested in the transactions contemplated by this Agreement, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations that are available to Buyer under this Agreement).

[Signature pages follow]

98

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and delivered as of the date first written above.

BUYER:
AMEDISYS HOLDING, L.L.C.
By:	/s/ Paul B. Kusserow
	Name:	Paul B. Kusserow
	Title:	Chief Executive Officer
MERGER SUB:
AMEDISYS COMMODORE, L.L.C.
By:	/s/ Paul B. Kusserow
	Name:	Paul B. Kusserow
	Title:	Chief Executive Officer
AMEDISYS (solely for purposes of Section10.17):
AMEDISYS, INC.
By:	/s/ Paul B. Kusserow
	Name:	Paul B. Kusserow
	Title:	Chief Executive Officer

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and delivered as of the date first written above.

COMPANY:
CONTESSA HEALTH, INC.
By:	/s/ Travis Messina
	Name:	Travis Messina
	Title:	Chief Executive Officer

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and delivered as of the date first written above.

Solely in its capacity as
Seller Representative:
SELLER REPRESENTATIVE:
SHAREHOLDER REPRESENTATIVE SERVICES, LLC
By:	/s/ Sam Riffe
	Name:	Sam Riffe
	Title:	Managing Director

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 30, 2021

among

AMEDISYS, INC.

and

AMEDISYS HOLDING, L.L.C.,

as Borrowers,

THE GUARANTORS PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION

and

JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents,

BBVA USA,

CAPITAL ONE BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER L/C ISSUERS AND LENDERS PARTY HERETO

BofA SECURITIES, INC.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 30, 2021 (the “Second Amendment Effective Date”), is entered into among AMEDISYS, INC., a Delaware corporation (the “Company”), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (“Amedisys Holding”; Amedisys Holding, together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party hereto.

RECITALS

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

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

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

1.    Defined Terms.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement or the Amended Credit Agreement (as defined below), as applicable.

2.    Amendments to Existing Credit Agreement; Effect of this Agreement; No Impairment.

(a)    The Existing Credit Agreement is amended in its entirety to read in the form attached hereto as Annex A (the credit agreement attached hereto as Annex A being referred to herein as the “Amended Credit Agreement”).

(b)    Schedules 1.01(b), 1.01(d), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d), 5.22, 7.01, 7.02, 7.03 and 7.08 to the Existing Credit Agreement are amended to read in the forms of Schedules 1.01(b), 1.01(d), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d), 5.22, 7.01, 7.02, 7.03 and 7.08 attached hereto, respectively.

(c)    Exhibits G and K to the Existing Credit Agreement are amended to read in forms of Exhibits G and K attached hereto, respectively.

(d)    The parties hereto agree that, on and as of the Second Amendment Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement shall automatically be amended in its entirety to read in the form of the Amended Credit Agreement, (ii) all Obligations under the Existing Credit Agreement outstanding on and as of the Second Amendment Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding under the Amended

Credit Agreement, (iii) the Guaranty provided pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and is hereby reaffirmed, and (iv) all Letters of Credit outstanding under the Existing Credit Agreement on and as of the Second Amendment Effective Date shall be deemed to be Letters of Credit outstanding on and as of the Second Amendment Effective Date under the Amended Credit Agreement. Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect. The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement shall mean a reference to the Amended Credit Agreement. The Amended Credit Agreement is not a novation of the Existing Credit Agreement.

(e)    Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Secured Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

3.    Conditions Precedent. This Agreement shall become effective upon, and the obligation of each Lender to advance a portion of the Term Borrowing to be made on the Second Amendment Effective Date is subject to, satisfaction of the following conditions precedent:

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

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

2

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

(d)    receipt by the Administrative Agent of (i) unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter of the Company ended March 31, 2021, including balance sheets and statements of income or operations, shareholders’ equity and cash flows, and (ii) a budget of the Company and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Company, of Consolidated balance sheets, statements of income or operations and cash flows of the Company and its Subsidiaries for the first five (5) years following the Second Amendment Effective Date;

(f)    receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of: (i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual Property of the Loan Parties; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Collateral Documents, together with duly executed in blank and undated stock powers attached thereto; (v) to the extent required to be delivered pursuant to the terms of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral; (vi) to the extent required to be delivered pursuant to the terms of the Loan Documents, with respect to any tangible personal property Collateral located at any premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords on such real property; and (vii) to the extent required to be delivered pursuant to the terms of the Loan Documents, with respect to any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Loan Party, Qualifying Control Agreements with respect thereto;

(g)    receipt by the Administrative Agent of copies of insurance certificates and endorsements of insurance evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth in the Loan Documents and otherwise satisfactory to the Administrative Agent;

(h)    receipt by the Administrative Agent of a Solvency Certificate signed by a Responsible Officer of the Company as to the financial condition, solvency and related matters of the Company and its Subsidiaries, after giving effect to the transactions contemplated by this Agreement to occur on the Second Amendment Effective Date;

3

(i)    there shall not have occurred since December 31, 2020 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect;

(j)    there shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect;

(k)    all Board of Director, governmental, shareholder and material third party consents and approvals necessary in connection with this Agreement, the other Loan Documents and the transactions contemplated by this Agreement to occur on the Second Amendment Effective Date shall have been obtained and shall be in full force and effect;

(l)    receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 3(i), 3(j), and 3(k) and Section 5(e)(iv) have been satisfied;

(m)    [reserved];

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

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

For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto.

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

4

5.    Reallocation; Miscellaneous.

(a)    On the Second Amendment Effective Date, the loans and commitments made by the Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and loans and commitments shall be made by the Lenders so that, as of the Second Amendment Effective Date, the respective commitments of the Lenders shall be as set forth on Schedule 1.01(b) attached hereto.

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

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

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

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

5

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

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

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

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

[remainder of page intentionally left blank]

6

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

BORROWERS:	AMEDISYS, INC.,
	a Delaware corporation
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Executive Vice President, Treasurer and Chief Financial Officer
	AMEDISYS HOLDING, L.L.C.,
	a Louisiana limited liability company
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Vice-President and Treasurer
GUARANTORS:	ACCUMED HEALTH SERVICES, L.L.C.,
	a Texas limited liability company
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Vice-President and Treasurer
	ACCUMED HOME HEALTH OF GEORGIA, L.L.C.,
	a Georgia limited liability company
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Vice-President and Treasurer
	ADVENTA HOSPICE, L.L.C.,
	a Florida limited liability company
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Vice-President and Treasurer
	ALBERT GALLATIN HOME CARE AND HOSPICE SERVICES, LLC,
	a Delaware limited liability company
	By:	/s/ Scott G. Ginn
	Name:	Scott G. Ginn
	Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS ALABAMA, L.L.C.,
an Alabama limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS ARIZONA, L.L.C.,
an Arizona limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS ARKANSAS, LLC,
an Arkansas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS BA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS DELAWARE, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS FLORIDA, L.L.C.,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS GEORGIA, L.L.C.,
a Georgia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS HEALTH CARE WEST, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS HOME HEALTH OF ALABAMA, L.L.C.,
an Alabama limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS HOME HEALTH OF SOUTH CAROLINA, L.L.C.,
a South Carolina limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS HOME HEALTH OF VIRGINIA, L.L.C.,
a Virginia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS HOSPICE, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS IDAHO, L.L.C.,
an Idaho limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS ILLINOIS, L.L.C.,
an Illinois limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS INDIANA, L.L.C.,
an Indiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS KANSAS, L.L.C.,
a Kansas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS LA ACQUISITIONS, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS LOUISIANA, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS MAINE, P.L.L.C.,
a Maine professional limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS MARYLAND, L.L.C.,
a Maryland limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS MISSISSIPPI, L.L.C.,
a Mississippi limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS MISSOURI, L.L.C.,
a Missouri limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS NEW HAMPSHIRE, L.L.C.,
a New Hampshire limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS NEW JERSEY, L.L.C.,
a New Jersey limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS NORTH CAROLINA, L.L.C.,
a North Carolina limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS NORTHWEST, L.L.C.,
a Georgia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS OHIO, L.L.C.,
an Ohio limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS OKLAHOMA, L.L.C.,
an Oklahoma limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS OREGON, L.L.C.,
an Oregon limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS PENNSYLVANIA, L.L.C.,
a Pennsylvania limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS PERSONAL CARE, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS RHODE ISLAND, L.L.C.,
a Rhode Island limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS SC, L.L.C.,
a South Carolina limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS SPECIALIZED MEDICAL SERVICES, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS SP-IN, L.L.C.,
an Indiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS SP-KY, L.L.C.,
a Kentucky limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS SP-OH, L.L.C.,
an Ohio limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS SP-TN, L.L.C.,
a Tennessee limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS TENNESSEE, L.L.C.,
a Tennessee limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS TEXAS, L.L.C.,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS TLC ACQUISITION, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS WASHINGTON, L.L.C.,
a Washington limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AMEDISYS WEST VIRGINIA, L.L.C.,
a West Virginia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AMEDISYS WISCONSIN, L.L.C.,
a Wisconsin limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ANGEL WATCH HOME CARE, L.L.C.,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASSOCIATED HOME CARE, LLC,
a Massachusetts limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
AVENIR VENTURES, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
BEACON HOSPICE, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

CH HOLDINGS, LLC,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPREHENSIVE HOME HEALTHCARE SERVICES, L.L.C.,
a Tennessee limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
EMERALD CARE, L.L.C.,
a North Carolina limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
FAMILY HOME HEALTH CARE, L.L.C.,
a Kentucky limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HI-TECH CARE, INC.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HHC, L.L.C.,
a Tennessee limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

HOME HEALTH OF ALEXANDRIA, L.L.C.,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HOME HOSPITALISTS OF AMERICA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HORIZONS HOSPICE CARE, L.L.C.,
an Alabama limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HOUSECALL HOME HEALTH, L.L.C.,
a Tennessee limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE, L.L.C.,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE ACQUISITION CORP.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

INFINITY HOME CARE OF BROWARD, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE OF JACKSONVILLE, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE OF LAKELAND, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE OF OCALA, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE OF PINELLAS, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
INFINITY HOME CARE OF PORT CHARLOTTE, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

INFINITY HOMECARE OF DISTRICT 9, LLC,
a Florida limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
NINE PALMS 2, LLC,
a Mississippi limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
NINE PALMS 1, L.L.C.,
a Virginia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES INTERNATIONAL, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES OF BROWARD, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES OF ERIE NIAGARA, LLC,
a New York limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

TENDER LOVING CARE HEALTH CARE SERVICES OF GEORGIA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES OF NASSAU SUFFOLK, LLC,
a New York limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES OF NEW ENGLAND, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES OF WEST VIRGINIA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES SOUTHEAST, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TENDER LOVING CARE HEALTH CARE SERVICES WESTERN, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

TLC HEALTH CARE SERVICES, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
TLC HOLDINGS I, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HOSPICE PREFERRED CHOICE, INC.,
a Delaware corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HOSPICE OF EASTERN CAROLINA, INC.,
a North Carolina corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
HOMECARE PREFERRED CHOICE, INC.,
a Delaware corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – TENNESSEE, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ASERACARE HOSPICE – SENATOBIA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – RUSSELLVILLE, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – NEW HORIZONS, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – MONROEVILLE, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – JACKSON, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
ASERACARE HOSPICE – HAMILTON, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ASERACARE HOSPICE – DEMOPOLIS, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SAN DIEGO, LLC,
a California limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
PEACEFUL DAYS HOSPICE, INC.,
a California corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
PATHWAYS TO COMPASSION OF CALIFORNIA, LLC,
a California limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE WEST, LLC,
a California limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF DELAWARE, L.L.C.,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF THE DELMAR PENINSULA, LLC,
a Delaware limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE GROUP, INC.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF CENTRAL FLORIDA, INC.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF MIAMI DADE AND THE FLORIDA KEYS, INC.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF LAKE AND SUMTER, INC.,
a Florida corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF CENTRAL GEORGIA, LLC,
a Georgia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF NORTHERN GEORGIA, LLC,
a Georgia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SAVANNAH, LLC,
a Georgia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF ILLINOIS, LLC,
an Illinois limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF KANSAS CITY, LLC,
a Kansas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF CENTRAL LOUISIANA, LLC,
a Louisiana limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF MAINE, LLC,
a Maine limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF MASSACHUSETTS, LLC,
a Massachusetts limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SOUTHEASTERN MASSACHUSETTS, LLC,
a Massachusetts limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF MICHIGAN, LLC,
a Michigan limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF MINNESOTA, LLC,
a Minnesota limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SOUTHERN MISSISSIPPI, LLC,
a Mississippi limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
PATHWAYS TO COMPASSION, LLC,
a Nebraska limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF NEW HAMPSHIRE, LLC,
a New Hampshire limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF CLIFTON, L.L.C.,
a New Jersey limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF MARLTON, L.L.C.,
a New Jersey limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF NORTHERN NEW JERSEY, LLC,
a New Jersey limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
PATHWAYS TO COMPASSION, LLC,
a New Jersey limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF OHIO, LLC,
an Ohio limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE, INC.,
a Pennsylvania corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF GWYNEDD, INC.,
a Pennsylvania corporation
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF NORTHWESTERN PENNSYLVANIA, LLC,
a Pennsylvania limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF PITTSBURGH, LLC,
a Pennsylvania limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SOUTH CAROLINA, LLC,
a South Carolina limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF THE MIDWEST, LLC,
a South Dakota limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF BRYAN TEXAS, LLC,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF CENTRAL TEXAS, LLC,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF HOUSTON, LLC,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF NORTH TEXAS, LLC,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF SOUTHEASTERN TEXAS, LLC,
a Texas limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer
COMPASSIONATE CARE HOSPICE OF THE CHESAPEAKE BAY, LLC,
a Virginia limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

COMPASSIONATE CARE HOSPICE OF WISCONSIN, LLC,
a Wisconsin limited liability company
By:	/s/ Scott G. Ginn
Name:	Scott G. Ginn
Title:	Vice-President and Treasurer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Douglas Fong
	Name:	Douglas Fong
	Title:	Agency Management Officer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

LENDERS:	BANK OF AMERICA, N.A.,
	as Lender, L/C Issuer and Swingline Lender
	By:	/s/ H. Hope Walker
	Name:	H. Hope Walker
	Title:	Senior Vice President

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A.,
as a Lender and L/C Issuer
By:	/s/ Helen D. Davis
Name:	Helen D. Davis
Title:	Authorized Officer

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

CITIZENS BANK, N.A.,
as a Lender
By:	/s/ Mark Guyeski
Name:	Mark Guyeski
Title:	Vice President

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH THIRD BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Thomas Avery
Name:	Thomas Avery
Title:	Executive Director

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

BBVA USA,
as a Lender
By:	/s/ Warren Ross
Name:	Warren Ross
Title:	Senior Vice President

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

CAPITAL ONE BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Anthony B. Sendik
Name:	Anthony B. Sendik
Title:	Duly Authorized Signatory

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

REGIONS BANK,
as a Lender
By:	/s/ Mark Hardison
Name:	Mark Hardison
Title:	Managing Director

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Lender
By:	/s/ Eugene Stunson
Name:	Eugene Stunson
Title:	Director

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

HANCOCK WHITNEY BANK,
as a Lender
By:	/s/ Michael Woodnorth
Name:	Michael Woodnorth
Title:	Vice President – Healthcare Banking

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

BOKF, NA DBA BANK OF TEXAS,
as a Lender
By:	/s/ Gary K. Whitt
Name:	Gary K. Whitt
Title:	Senior Vice President

AMEDISYS, INC.

AMEDISYS HOLDING, L.L.C.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTION VERSION

**ANNEX A TO SECOND AMENDMENT**

Published CUSIP Numbers

Deal: 02343LAK1

Revolver: 02343LAL9

Term Loan: 02343LAM7

Annex A

Amended Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 29, 2018

among

AMEDISYS, INC.

and

AMEDISYS HOLDING, L.L.C.,

as Borrowers,

CERTAIN SUBSIDIARIES OF THE COMPANY PARTY HERETO,

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

and

JPMORGAN CHASE BANK, N.A.,

as Co-Syndication Agents,

BBVA USA,

CAPITAL ONE BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE LENDERS PARTY HERETO

BofA SECURITIES, INC.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			6
1.01	Defined Terms		6
1.02	Other Interpretive Provisions		42
1.03	Accounting Terms		43
1.04	Rounding		45
1.05	Times of Day		45
1.06	Letter of Credit Amounts		45
1.07	UCC Terms		45
1.08	Interest Rates		45
ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS			46
2.01	Loans		46
2.02	Borrowings, Conversions and Continuations of Loans		46
2.03	Letters of Credit		51
2.04	Swingline Loans		57
2.05	Prepayments		59
2.06	Termination or Reduction of Commitments		61
2.07	Repayment of Loans		62
2.08	Interest and Default Rate		63
2.09	Fees		63
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		64
2.11	Evidence of Debt		64
2.12	Payments Generally; Administrative Agent’s Clawback		65
2.13	Sharing of Payments by Lenders		66
2.14	Cash Collateral		67
2.15	Defaulting Lenders		68
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			70
3.01	Taxes		70
3.02	Illegality and Designated Lenders		73
3.03	Inability to Determine Rates		74
3.04	Increased Costs; Reserves on Eurodollar Rate Loans		76
3.05	Compensation for Losses		77
3.06	Mitigation Obligations; Replacement of Lenders		78
3.07	Survival		78
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			78
4.01	[Reserved]		78
4.02	Conditions to all Credit Extensions		78
ARTICLE V REPRESENTATIONS AND WARRANTIES			79
5.01	Existence, Qualification and Power		79
5.02	Authorization; No Contravention		79
5.03	Governmental Authorization; Other Consents		79
5.04	Binding Effect		80
5.05	Financial Statements; No Material Adverse Effect		80

i

5.06	Litigation	80
5.07	No Default	80
5.08	Ownership of Property	81
5.09	Environmental Compliance	81
5.10	Insurance	81
5.11	Taxes	81
5.12	ERISA Compliance	81
5.13	Margin Regulations; Investment Company Act	82
5.14	Disclosure	83
5.15	Compliance with Laws	83
5.16	Solvency	83
5.17	Sanctions Concerns; Anti-Corruption Laws; PATRIOT Act	83
5.18	Responsible Officers	84
5.19	Subsidiaries; Equity Interests; Loan Parties	84
5.20	Collateral Representations	84
5.21	Regulation H	85
5.22	Compliance with Health Care Laws	85
5.23	Labor Matters	87
5.24	No Affected Financial Institution	87
5.25	Covered Entities	87
ARTICLE VI AFFIRMATIVE COVENANTS		87
6.01	Financial Statements	87
6.02	Certificates; Other Information	88
6.03	Notices	90
6.04	Payment of Obligations	91
6.05	Preservation of Existence, Etc.	91
6.06	Maintenance of Properties	92
6.07	Maintenance of Insurance	92
6.08	Compliance with Laws	92
6.09	Books and Records	92
6.10	Inspection Rights	92
6.11	Use of Proceeds	93
6.12	Material Contracts	93
6.13	Covenant to Guarantee Obligations	93
6.14	Covenant to Give Security	93
6.15	Further Assurances	94
6.16	Anti-Corruption Laws; Sanctions	94
6.17	Compliance Programs	95
6.18	Condition of Participation in Third Party Payor Programs	95
ARTICLE VII NEGATIVE COVENANTS		95
7.01	Liens	95
7.02	Indebtedness	97
7.03	Investments	98
7.04	Fundamental Changes	99
7.05	Dispositions	100
7.06	Restricted Payments	100
7.07	Change in Nature of Business	100
7.08	Transactions with Affiliates	100
7.09	Burdensome Agreements	101

ii

7.10	Use of Proceeds	101
7.11	Financial Covenants	101
7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Organization; Form of Entity and Accounting Changes	101
7.13	Sale and Leaseback Transactions	102
7.14	Prepayments, Etc. of Junior Debt	102
7.15	Amendment, Etc. of Indebtedness	102
7.16	Ownership of Subsidiaries	102
7.17	Sanctions	103
7.18	Anti-Corruption Laws	103
7.19	Specified Entities	103
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		103
8.01	Events of Default	103
8.02	Remedies upon Event of Default	105
8.03	Application of Funds	105
ARTICLE IX ADMINISTRATIVE AGENT		106
9.01	Appointment and Authority	106
9.02	Rights as a Lender	107
9.03	Exculpatory Provisions	107
9.04	Reliance by Administrative Agent	108
9.05	Delegation of Duties	108
9.06	Resignation of Administrative Agent	109
9.07	Non-Reliance on Administrative Agent, Arrangers and Other Lenders	110
9.08	No Other Duties, Etc.	110
9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	110
9.10	Collateral and Guaranty Matters	112
9.11	Secured Cash Management Agreements and Secured Hedge Agreements	112
9.12	ERISA Matters	112
9.13	Recovery of Erroneous Payments	113
ARTICLE X CONTINUING GUARANTY		114
10.01	Guaranty	114
10.02	Rights of Lenders	114
10.03	Certain Waivers	114
10.04	Obligations Independent	115
10.05	Subrogation	115
10.06	Termination; Reinstatement	115
10.07	Stay of Acceleration	115
10.08	Condition of Borrower	115
10.09	Appointment of Company	115
10.10	Right of Contribution	116
10.11	Keepwell	116
10.12	Additional Guarantor Waivers and Agreements	116
ARTICLE XI MISCELLANEOUS		117
11.01	Amendments, Etc.	117
11.02	Notices; Effectiveness; Electronic Communications	119
11.03	No Waiver; Cumulative Remedies; Enforcement	120
11.04	Expenses; Indemnity; Damage Waiver	121

iii

11.05	Payments Set Aside	122
11.06	Successors and Assigns	123
11.07	Treatment of Certain Information; Confidentiality	127
11.08	Right of Setoff	128
11.09	Interest Rate Limitation	128
11.10	Integration; Effectiveness	129
11.11	Survival of Representations and Warranties	129
11.12	Severability	129
11.13	Replacement of Lenders	129
11.14	Governing Law; Jurisdiction; Etc.	130
11.15	Waiver of Jury Trial	131
11.16	Subordination	131
11.17	No Advisory or Fiduciary Responsibility	131
11.18	Electronic Execution; Electronic Records; Counterparts	132
11.19	USA PATRIOT Act Notice	133
11.20	Concerning Joint and Several Liability	133
11.21	ENTIRE AGREEMENT	134
11.22	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	134
11.23	Amendment and Restatement	135
11.24	Acknowledgement Regarding Any Supported QFCs	135

iv

SCHEDULES
Schedule 1.01(a)	Certain Addresses for Notices
Schedule 1.01(b)	Commitments and Applicable Percentages as of the Second Amendment Effective Date
Schedule 1.01(c)	Existing Letters of Credit
Schedule 1.01(d)	Responsible Officers
Schedule 5.10	Insurance
Schedule 5.19(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
Schedule 5.19(b)	Loan Parties
Schedule 5.20(b)	Intellectual Property
Schedule 5.20(c)	Deposit Accounts and Securities Accounts
Schedule 5.20(d)	Real Properties
Schedule 5.22	Health Care Laws
Schedule 7.01	Liens Existing as of the Second Amendment Effective Date
Schedule 7.02	Indebtedness Existing as of the Second Amendment Effective Date
Schedule 7.03	Investments Existing as of the Second Amendment Effective Date
Schedule 7.08	Transactions with Affiliates
EXHIBITS
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Incremental Term Loan Lender Joinder Agreement
Exhibit D	Form of Incremental Term Note
Exhibit E	Form of Joinder Agreement
Exhibit F	Form of Loan Notice
Exhibit G	Form of Notice of Loan Prepayment
Exhibit H	Form of Revolving Note
Exhibit I	Form of Secured Party Designation Notice
Exhibit J	Form of Solvency Certificate
Exhibit K	Form of Swingline Loan Notice
Exhibit L	Forms of U.S. Tax Compliance Certificates
Exhibit M	Form of Term Note

v

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 29, 2018, among AMEDISYS, INC., a Delaware corporation (the “Company”), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (“Amedisys Holding” and together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, have entered into that certain Credit Agreement, dated as of August 28, 2015 (as amended or modified from time to time prior to the Closing Date, the “Existing Credit Agreement”); and

WHEREAS, the parties hereto wish to amend the Existing Credit Agreement to make certain amendments and modifications to the Existing Credit Agreement, subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01    Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by any Loan Party or any Wholly Owned Subsidiary in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests (other than Qualified Capital Stock of the Company (to the extent not constituting a Change of Control)) or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, deferred purchase price, Earn Out Obligations and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition.

“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that, Additional Secured Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

6

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), claim, dispute, prosecution, governmental investigation, audit or arbitration (whether or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any claims relating to any Environmental Liability) that is pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Amedisys Holding” has the meaning specified in the introductory paragraph hereto.

“Applicable Percentage” means (a) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15, (b) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by the outstanding principal amount of such Term Lender’s Term Loan at such time, and (c) in respect of an Incremental Term Facility, with respect to any Incremental Term Lender at any time, the percentage (carried out to the ninth decimal place) of such Incremental Term Facility represented by the outstanding principal amount of such Incremental Term Lender’s Incremental Term Loans with respect to such Incremental Term Facility at such time. If the Commitments of all of the Lenders to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b), in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.02(g), as applicable.

“Applicable Rate” means (a) with respect to the Incremental Term Loans made pursuant to any Incremental Term Loan Lender Joinder Agreement, the percentage(s) per annum set forth in such Incremental Term Loan Lender Joinder Agreement, and (b) with respect to Revolving Loans, Term Loans, Swingline Loans, Letter of Credit Fees and the Commitment Fee, the

7

following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Pricing Tier	Consolidated Leverage Ratio	Commitment Fee			Letter of Credit Fee			Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans			Base Rate Loans
I	> 3.00 to 1.0		0.30	%		1.75	%		2.00	%		1.00	%
II	< 3.00 to 1.0 but > 2.00 to 1.0		0.25	%		1.50	%		1.75	%		0.75	%
III	< 2.00 to 1.0 but > 0.75 to 1.0		0.20	%		1.25	%		1.50	%		0.50	%
IV	< 0.75 to 1.0		0.15	%		1.00	%		1.25	%		0.25	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that, if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Second Amendment Effective Date to the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter ending September 30, 2021 shall be determined based upon Pricing Tier III. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of BofA Securities, Citizens Bank, N.A., Fifth Third Bank, National Association and JPMorgan, in their respective capacities as a joint lead arranger and a joint bookrunner.

“Assessments” has the meaning set forth in Section 5.22(g).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction of any Person, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

8

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Revolving Facility Maturity Date, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period, or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%, subject to the interest rate floors set forth therein; provided, that, if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Loan” means a Revolving Loan, a Term Loan or an Incremental Term Loan that bears interest based on the Base Rate.

“Benchmark” means, initially, LIBOR; provided, that, if a replacement of the Benchmark has occurred pursuant to Section 3.03(c) then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

9

“Benchmark Replacement” means:

(a)    For purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

(i)    the sum of (A) Term SOFR, plus (B) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration; or

(ii)    the sum of (A) Daily Simple SOFR, plus (B) 0.26161% (26.161 basis points);

provided, that, if initially LIBOR is replaced with the rate contained in clause (ii) above and subsequent to such replacement, the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent in its sole discretion, and the Administrative Agent notifies the Company and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (i) above; and

(b)    For purposes of Section 3.03(c)(ii), the sum of (i) the alternate benchmark rate, plus (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Company as the replacement Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for Dollar-denominated syndicated credit facilities at such time;

provided, that, if any Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero, such Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,”, the definition of “Daily Floating LIBOR Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease; provided, that, at the time of such statement or publication, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide any representative tenors of such Benchmark after such specific date.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

10

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or if not member-managed, the managers thereof or any committee of managing members or managers thereof duly authorized to act on behalf of such Persons, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“BofA Securities” means BofA Securities, Inc.

“Borrower” and “Borrowers” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Borrowing, a Swingline Borrowing, a Term Borrowing, or an Incremental Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan or Daily Floating LIBOR Rate Loan, means any such day that is also a London Banking Day.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the L/C Issuer, and/or (c) if the Administrative Agent and the L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer or Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition, (b) certificates of deposit, time deposits, Eurodollar time deposits or overnight bank deposits having maturities of six (6) months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000, (c) commercial paper of an issuer rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six (6) months from the date of acquisition, (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days,

11

with respect to securities issued or fully guaranteed or insured by the United States government, (e) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, (f) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition, (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition, or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a 7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $1,000,000,000.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that (a) at the time it enters into a Cash Management Agreement with a Loan Party or a Subsidiary, is a Lender or an Affiliate of a Lender, (b) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or an Affiliate of a Lender and a party to a Cash Management Agreement with a Loan Party or a Subsidiary, or (c) within thirty (30) days after the time it enters into the applicable Cash Management Agreement with a Loan Party or a Subsidiary, becomes a Lender or an Affiliate of a Lender, in each case, in its capacity as a party to such Cash Management Agreement; provided, however, that, for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“CFC” means a Person that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“CFC Holdco” means (a) any direct or indirect Domestic Subsidiary all or substantially all of the assets of which consist of the Equity Interests of one or more CFCs, and (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a CFC (other than any Domestic Subsidiary that is treated as a C-corporation for U.S. federal income tax purposes or that is owned directly or indirectly by such a C-corporation and the income of which is treated for U.S. federal income tax purposes as income of such C-corporation).

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be

12

deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of the Company entitled to vote for members of the Board of Directors of the Company on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)    during any period of twenty-four (24) consecutive months, a majority of the members of the Board of Directors of the Company cease to be composed of individuals (i) who were members of that Board of Directors on the first day of such period, (ii) whose election or nomination to that Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that Board of Directors or (iii) whose election or nomination to that Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that Board of Directors; or

(c)    a change of control (or any similar event, however defined) occurs under any Indebtedness with an aggregate principal amount in excess of the Threshold Amount.

“Closing Date” means June 29, 2018.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. Notwithstanding anything in the Loan Documents to the contrary, the term “Collateral” shall not include any Excluded Property.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, any Mortgaged Property Support Documents, the Qualifying Control Agreements, each Joinder Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Revolving Commitment, a Term Commitment or an Incremental Term Commitment, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.09(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communication” means this Agreement, any other Loan Document, and any other document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Company” has the meaning specified in the introductory paragraph hereto.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Confidential Information Memorandum” means the lender presentation, dated July 8, 2021, relating to the Borrowers and the Facilities.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

13

“Consolidated” means, when used with reference to financial statements or financial statement items of the Company and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated Cash Interest Charges” means, for any period, Consolidated Interest Charges for such period, excluding any amount not payable in cash for such period.

“Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a Consolidated basis in accordance with GAAP, an amount equal to Consolidated Net Income for such period plus (a) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period; (ii) the provision for federal, state, local and foreign income taxes paid or payable for such period; (iii) depreciation and amortization expense for such period; (iv) any non-cash expenses, losses or charges for such period (including any non-cash stock based compensation expense for such period) which do not represent a cash item in such period or any other period; (v) non-recurring cash expenses during such period resulting from restructuring charges and/or Adverse Proceedings (that have been disclosed to the Administrative Agent); (vi) net losses from discontinued operations for such period; (vii) fees and expenses for such period incurred in connection with any issuance of Qualified Capital Stock of the Company or any Permitted Acquisition; (viii) non-recurring cash costs and expenses for such period incurred in connection with the opening by the Company or any of its Subsidiaries of any de novo facility used in connection with a Permitted Business; provided, that, the aggregate amount added-back pursuant to this clause (a)(viii) shall not exceed an amount equal to five percent (5%) of Consolidated EBITDA for such period (calculated without giving effect to the add back permitted pursuant to this clause (a)(viii)); and (ix) the amount of net “run rate” cost savings, operating expense reductions and synergies for such period projected by the Company in good faith to be realized as a result of specified actions which have been taken or which are committed to be taken in connection with Permitted Acquisitions, other Investments permitted pursuant to Section 7.03, Dispositions permitted pursuant to Section 7.05, restructurings, cost savings initiatives and other initiatives, in each case, after the Closing Date, net of the amount of actual benefits realized during such period from such actions; provided, that, (A) in the Compliance Certificate required to be delivered pursuant to Section 6.02(b) for such period, the Company shall certify that such cost savings, operating expense reductions and synergies (x) are reasonably anticipated to be realized within twelve (12) months after the consummation of such Permitted Acquisition, other Investment permitted pursuant to Section 7.03, Disposition permitted pursuant to Section 7.05, restructuring, cost saving initiative or other initiative which is expected to result in such cost savings, operating expense reductions or synergies and (y) are factually supportable as determined in good faith by the Company, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (a)(ix) to the extent duplicative of any amounts otherwise added to, or included in, Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period and (C) projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (a)(ix) to the extent occurring more than four (4) full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions or synergies; provided, that, the aggregate amount added-back pursuant to clauses (a)(v), (a)(vii) and (a)(ix) shall not exceed an amount equal to twenty percent (20%) of Consolidated EBITDA for such period (calculated without giving effect to the add backs permitted pursuant to clauses (a)(v), (a)(vii) and (a)(ix)); minus (b) the following, without duplication, to the extent included in calculating such Consolidated Net Income: (i) all non-cash income or gains for such period; (ii) federal, state, local and foreign income tax credits received during such period; and (iii) all net gains from discontinued operations for such period.

“Consolidated Funded Indebtedness” means Funded Indebtedness of the Company and its Subsidiaries on a Consolidated basis determined in accordance with GAAP.

“Consolidated Interest Charges” means, for any period, total interest expense (including that portion attributable to Capitalized Leases and capitalized interest) of the Company and its Subsidiaries on a Consolidated basis in accordance with GAAP with respect to all outstanding Funded Indebtedness of the Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptances financing and receivables financings.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a Consolidated basis, the ratio of (a) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date, to (b) Consolidated Cash Interest Charges for the Measurement Period most recently ended on or prior to such date.

14

“Consolidated Leverage Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a Consolidated basis, the ratio of (a) the total of (i) Consolidated Funded Indebtedness as of such date, minus (ii) Unrestricted Cash as of such date, to (b) Consolidated EBITDA for the Measurement Period most recently ended on or prior to such date.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries on a Consolidated basis for such period; provided, that, Consolidated Net Income shall exclude (a) the income of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (b) any after-tax gains or losses attributable to a Disposition permitted pursuant to Section 7.05 outside of the ordinary course of business yielding gross proceeds to the Company and its Subsidiaries in excess of $5,000,000 or returned surplus assets of any Pension Plan, (c) the income of any Person if such Person is not a Subsidiary except to the extent such income is distributed in cash to a Loan Party, (d) the net income attributable to non-controlling interests in Subsidiaries owned by Persons other than the Company and its Subsidiaries and (e) extraordinary items.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Daily Floating LIBOR Rate” means the fluctuating rate of interest, which can change on each Business Day, equal to LIBOR, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the date in question, for Dollar deposits with a term equivalent to a one (1) month term beginning on that date; provided, that, if the Daily Floating LIBOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Daily Floating LIBOR Rate Loan” means any Swingline Loan that bears interest at a rate based on the Daily Floating LIBOR Rate.

“Daily Simple SOFR” with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source).

“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.02.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

15

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or any Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and any issuance of Equity Interests by any Subsidiary, but excluding (a) sales of inventory and dispositions of cash and Cash Equivalents, in each case, in the ordinary course of business, by the Company or any of its Subsidiaries, (b) dispositions of used, worn out, obsolete or surplus property by the Company or any of its Subsidiaries in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole, (c) any sales, assignments, transfers, leases, licenses or other dispositions of property by the Company or any Subsidiary to any Loan Party, (d) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien) permitted by Section 7.01, (e) sales of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such sale are promptly applied to the purchase

16

price of such replacement property, (f) any Involuntary Disposition, (g) to the extent constituting Dispositions, Investments permitted pursuant to Section 7.03, fundamental changes permitted pursuant to Section 7.04 and Restricted Payments permitted pursuant to Section 7.06 (in each case other than by reference to Section 7.05 or this definition (or any clause of either thereof)), (h) issuance of Equity Interests of Subsidiaries to any Loan Party, and (i) any sale, transfer, issuance or other disposition of a de minimis number of shares of the Equity Interests of a Foreign Subsidiary in order to qualify members of the governing body of such Subsidiary if required by applicable Law.

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the one hundred eighty-first (181^st) day after the Latest Maturity Date, (b) requires the payment of any cash dividends (other than Permitted Tax Distributions) at any time prior to the one hundred eighty-first (181^st) day after the Latest Maturity Date, (c) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a) or (b) above, in each case at any time prior to the one hundred eighty-first (181^st) day after the Latest Maturity Date, or (d) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, that, any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem or repurchase such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the one hundred eighty-first (181^st) day after the Latest Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem or repurchase any such Equity Interests pursuant to such provisions prior to the Facility Termination Date.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6^th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5^th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

“Early Opt-in Election” means the occurrence of:

(a)    a determination by the Administrative Agent, or a notification by the Company to the Administrative Agent that the Company has made a determination, that Dollar-denominated syndicated credit facilities currently being executed, or that include language similar to that contained in Section 3.03(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; and

(b)    the joint election by the Administrative Agent and the Company to replace LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Company or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

17

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record” has the meaning assigned to it by 15 USC §7006.

“Electronic Signature” has the meaning assigned to it by 15 USC §7006.

“Eligible Assets” means fixed or capital assets that are used or useful in a Permitted Business.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member, (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member, and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (a) above or any trade or

18

business described in clause (b) above is a member. Any former ERISA Affiliate of the Company or any of its shall continue to be considered an ERISA Affiliate of the Company or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Company or such Subsidiary and with respect to liabilities arising after such period for which the Company or such Subsidiary could be liable under the Code or ERISA.

“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation), (b) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan under Section 431 of the Code, (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, (d) the withdrawal by the Company or any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Company, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA, (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of liability on the Company or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (g) the withdrawal of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (h) the occurrence of an act or omission which could give rise to the imposition on the Company, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (1), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (i) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Company, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan, (j) receipt from the IRS of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or (k) the imposition of a Lien pursuant to Section 40l(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBO Rate”) at or about 11:00 a.m. (London time), two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)    for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBO Rate, at or about 11:00 a.m. (London time), two (2) Business Days prior to such date for Dollar deposits being delivered in the London interbank market for deposits in Dollars with a term of one (1) month commencing that day;

provided, that, if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

19

“Eurodollar Rate Loan” means a Revolving Loan, a Term Loan or an Incremental Term Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Deposit and Securities Accounts” means (a) zero balance accounts, (b) payroll accounts, (c) withholding and trust accounts, (d) escrow accounts (to the extent maintained by the Company and its Subsidiaries for the purpose of establishing or maintaining escrow amounts for third parties), (e) employee benefit accounts (including 401(k) accounts and pension fund accounts), (f) deposit and securities accounts not located in the United States or any political subdivision thereof, (g) tax withholding accounts (to the extent maintained by the Company and its Subsidiaries exclusively for the purpose of maintaining or holding tax withholding amounts payable to applicable Governmental Authorities) and (h) any other deposit or securities account the average daily balance of which, together with the aggregate average daily balance of all other deposit accounts and securities accounts excluded pursuant to this clause (h), does not exceed $100,000.

“Excluded Joint Venture Interests” means Equity Interests owned by any Loan Party in any non-Wholly Owned Subsidiary that is not an Immaterial Joint Venture, but only to the extent the granting of a security interest therein by such Loan Party in the manner contemplated by the Loan Documents (a) is prohibited by such non-Wholly Owned Subsidiary’s Organization Documents and such prohibition (i) existed on the Second Amendment Effective Date or (ii) existed at the time such non-Wholly Owned Subsidiary became a Subsidiary of the Company, so long as (A) the Loan Party attempted in good faith to prevent the inclusion of such prohibition in the non-Wholly Owned Subsidiary’s Organization Documents if such Organization Documents were adopted or amended (excluding amendments solely to reflect the ownership, name, and capital contribution of the Loan Party) at the time the non-Wholly Owned Subsidiary became a Subsidiary of the Loan Party and (B) the Loan Party did not otherwise include such prohibition in the Organization Documents for the sole purpose of causing the Equity Interests of the non-Wholly Owned Subsidiary to be excluded as Collateral, or (ii) would require the consent of any person or entity (other than any Loan Party or any Subsidiary or Affiliate thereof) and such consent has not been obtained (it being understood and agreed that if such consent is required pursuant to a binding Contractual Obligation, the exclusion set forth in this clause (b) shall only apply to the extent such binding Contractual Obligation (i) existed on the Second Amendment Effective Date or (ii) existed at the time such non-Wholly Owned Subsidiary became a Subsidiary of the Company, so long as, if the Contractual Obligation is entered into in connection with the non-Wholly Owned Subsidiary becoming a Subsidiary, the Loan Party attempted in good faith to prevent the inclusion of such prohibition in the Contractual Obligation and did not otherwise include such prohibition in the Contractual Obligation for the sole purpose of causing the Equity Interests of the non-Wholly Owned Subsidiary to be excluded as Collateral under the Loan Documents; provided, that, in any event, the foregoing shall not exclude the Equity Interests of any Subsidiary that are already subject to a Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, at the time such Organization Documents or other binding Contractual Obligation, as applicable, are entered into by such Loan Party.

“Excluded Property” means, with respect to any Loan Party, (a)(i) unless requested by the Administrative Agent or the Required Lenders, any owned or leased real property which is located outside of the United States, (ii) any owned real property with a fair market value of less than $5,000,000, and (iii) any leased real property for which the annual rent payments do not exceed $2,500,000, (b) unless requested by the Administrative Agent or the Required Lenders, any personal property (including motor vehicles) in respect of which perfection of a Lien is not either (i) governed by the Uniform Commercial Code or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (c) the Equity Interests of any Foreign Subsidiary or CFC Holdco to the extent not required to be pledged to secure the Secured Obligations pursuant to Section 6.14(a), (d) any property which, subject to the terms of Section 7.02(c), is subject to a Lien of the type described in Section 7.01(h) pursuant to documents that prohibit such Loan Party from granting any other Liens in such property, (e) the Excluded Deposit and Securities Accounts, (f) the Equity Interests of any Specified Entity, (g) the Equity Interests of any Immaterial Joint Ventures, (h)(i) that certain 15.3% limited partnership interest owned by the Company in Heritage Healthcare Innovation Fund, LP, (ii) all of the Equity Interests owned by (A) the Company in Alliance Home Health, Inc., (B) the Company in Amedisys PAC, L.L.C. and (C) Amedisys Holding in Amedisys Maine, P.L.L.C., (iii) that certain 22.7% membership interest in Clinically Home, LLC owned by Amedisys Ventures, L.L.C. and (iv) that certain 40% membership interest in Clinically Home of Western New York, LLC owned by TLC Holdings I, L.L.C., (i) Excluded Joint Venture Interests, and (j) any real or personal property as to which the Administrative Agent and the Company agree in writing that the costs or other consequences of obtaining a security interest or perfection thereof are excessive in view of the benefits to be obtained by the Secured Parties therefrom.

20

“Excluded Subsidiary” means (a) each CFC Holdco, (b) each Immaterial Subsidiary, (c) each Subsidiary that is not a Wholly Owned Subsidiary, and (d) each Foreign Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” has the meaning set forth in the Preliminary Statements hereto.

“Existing Letters of Credit” means those certain letters of credit described by issuer, date of issuance, letter of credit number, undrawn amount, name of beneficiary and date of expiry as set forth on Schedule 1.01(c).

“Facility” means the Revolving Facility, the Term Facility or an Incremental Term Facility, as the context may require.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

“Fair Labor Standards Act” means The Fair Labor Standards Act of 1938 (29 U.S.C. § 201 et seq.), as amended from time to time, and any successor statute.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

21

“FCA” has the meaning set forth in Section 3.03(c)(i).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that, if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter” means the fee letter agreement, dated July 6, 2021, among the Borrowers, Bank of America and BofA Securities.

“Flood Hazard Property” means any Mortgaged Property that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards.

“Flood Laws” means, collectively, (a) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (c) the Biggert–Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Indebtedness” means as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP (except as expressly provided below): (a) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (e) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), including any Earn Out Obligations, (f) all Attributable Indebtedness, (g) to the extent constituting a non-contingent, quantifiable liability in accordance with GAAP, (i) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Permitted Disqualified Capital Stock in such Person or any other Person, and (ii) all payment obligations arising under Guarantees of (A) reasonable indemnity obligations of Subsidiaries in connection with any Disposition of assets by such Subsidiaries permitted under this Agreement or any contribution of assets to a Subsidiary pursuant to an Investment permitted by Section 7.03 or (B) obligations of Subsidiaries under operating leases, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock (other than Permitted Disqualified Capital Stock) in

22

such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (i) all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (j) all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (i) above of another Person, and (k) all Funded Indebtedness of the types referred to in clauses (a) through (j) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that such Funded Indebtedness is expressly made non-recourse to such Person.

“Funding Indemnity Letter” means a funding indemnity letter, in form and substance satisfactory to the Administrative Agent.

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including the FASB ASC, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, certificate of need, approval, agreement, provider number, registration, certificate, filing, consent, authorization, plan, directive, consent order, consent decree or other permission (including any supplements or amendments thereto) of or from any Governmental Authority.

“Governmental Third Party Payor” has the meaning set forth in Section 5.22(c).

“Governmental Third Party Payor Programs” has the meaning set forth in Section 5.22(c).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, that, the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 10.01.

23

“Guarantors” means, collectively, (a) each Person identified as a “Guarantor” on the signature pages to the Second Amendment, (b) the Subsidiaries of the Company as are or may from time to time become parties to this Agreement pursuant to Section 6.13, (c) with respect to Additional Secured Obligations owing by any Loan Party and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, each Borrower, and (d) the successors and permitted assigns of the foregoing; provided, however, in no event shall an Excluded Subsidiary be a Guarantor (subject to the last sentence of Section 6.13).

“Guaranty” means, collectively, (a) the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, and (b) each other guaranty delivered pursuant to Section 6.13.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“Health Care Laws” means, collectively, (a) any and all federal and state fraud and abuse laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Anti-Self-Referral Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. §1320a-7a(a)(5)), the Civil False Claims Act (31 U.S.C. §S 3729 et seq.), the Administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Exclusion Laws (42 U.S.C. § 1320a-7), the Civil Monetary Penalty Laws (42 U.S.C. § 1320a-7a), the regulations promulgated pursuant to such statute and any comparable state laws, (b) HIPAA, (c) Medicare, (d) Medicaid, and (e) any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates patient or program charges, billing and collections, recordkeeping, claims process, documentation requirements, medical necessity, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation or any other aspect of providing health care or reimbursement therefor.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract with a Loan Party or a Subsidiary that is not prohibited under Article VII, is a Lender or an Affiliate of a Lender, (b) in the case of any Swap Contract not prohibited under Article VII in effect on or prior to the Closing Date, is, as of the Closing Date or within thirty (30) days thereafter, a Lender or an Affiliate of a Lender and a party to a Swap Contract not prohibited under Article VII with a Loan Party or a Subsidiary, or (c) within thirty (30) days after the time it enters into the applicable Swap Contract not prohibited under Article VII with a Loan Party or a Subsidiary, becomes a Lender or an Affiliate of a Lender, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, that, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement; provided, further, that, for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), and any comparable state laws.

“HIPAA Compliance Plan” has the meaning set forth in Section 5.22(g).

“HIPAA Compliant” means, to the extent applicable, each of the Company and its Subsidiaries (a) is in material compliance with any and all of the applicable requirements of HIPAA and (b) is not subject to, and would not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that would reasonably be expected to cause a Material Adverse Effect in connection with any violation by the Company or any of its Subsidiaries of then effective requirements of HIPAA.

“HMT” has the meaning set forth in the definition of “Sanction(s)”.

24

“Honor Date” has the meaning set forth in Section 2.03(c).

“IBA” has the meaning set forth in Section 3.03(c)(i).

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Immaterial Joint Venture” means, as of any date, any non-Wholly Owned Subsidiary designated as such by the Company in writing to the Administrative Agent that as of the last day of the Measurement Period most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), did not have, together with the Consolidated EBITDA for such Measurement Period attributable to all Immaterial Joint Ventures in the aggregate, Consolidated EBITDA attributable to such non-Wholly Owned Subsidiary in excess of ten percent (10%) of Consolidated EBITDA for such Measurement Period.

“Immaterial Subsidiary” means, as of any date, any Wholly Owned Subsidiary designated as such by the Company in writing to the Administrative Agent that: (a) as of the last day of the Measurement Period most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), did not have, together with the Consolidated EBITDA for such Measurement Period attributable to all Immaterial Subsidiaries in the aggregate, Consolidated EBITDA attributable to such Wholly Owned Subsidiary in excess of five percent (5%) of Consolidated EBITDA attributable to all Wholly Owned Subsidiaries for such Measurement Period, and (b) as of the last day of the Measurement Period most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), did not have, together with the Net Revenues for such Measurement Period attributable to all Immaterial Subsidiaries in the aggregate (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly Owned Subsidiaries), Net Revenues attributable to such Wholly Owned Subsidiary in excess of five percent (5%) of Net Revenues attributable to all Wholly Owned Subsidiaries for such Measurement Period (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly Owned Subsidiaries).

“Impacted Loans” has the meaning set forth in Section 3.03(a).

“Incremental Amount” means, as of any date of determination, the sum of (a) the total of (i) $200,000,000, minus (ii) the aggregate amount of increases in the Revolving Facility implemented in reliance on clause (a)(i) above pursuant to Section 2.02(g)(i) prior to such date, minus (iii) the aggregate principal amount of all Incremental Term Facilities incurred in reliance on clause (a)(i) above pursuant to Section 2.02(g)(ii) prior to such date, plus (b) an unlimited additional amount so long as the Maximum Leverage Ratio Requirement is satisfied at the time an increase in the Revolving Facility is implemented pursuant to Section 2.02(g)(i) or an Incremental Term Facility is incurred pursuant to Section 2.02(g)(ii), as applicable, and after giving effect thereto. For the avoidance of doubt, any increase in the Revolving Facility implemented pursuant to Section 2.02(g)(i) and the incurrence of any Incremental Term Facility pursuant to Section 2.02(g)(ii) shall, in each case, be deemed to have been implemented or incurred, as applicable, under clause (b) above prior to clause (a) above.

“Incremental Term Borrowing” means a borrowing consisting of simultaneous Incremental Term Loans of the same Type and under the same Incremental Term Facility and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Incremental Term Lenders with respect to such Incremental Term Facility pursuant to Section 2.01(b).

“Incremental Term Commitment” means, as to each Incremental Term Lender with respect to an Incremental Term Facility, its obligation to make Incremental Term Loans with respect to such Incremental Term Facility pursuant to an Incremental Term Loan Lender Joinder Agreement; provided, that, at any time after the funding of an Incremental Term Facility, determination of “Required Lenders” shall include the Outstanding Amount of all Incremental Term Loans with respect to such Incremental Term Facility.

“Incremental Term Facility” means, at any time, with respect to any Incremental Term Loan Lender Joinder Agreement, the aggregate principal amount of all Incremental Term Loans made by Incremental Term Lenders pursuant to such Incremental Term Loan Lender Joinder Agreement that are outstanding at such time.

25

“Incremental Term Lender” means each of the Persons identified as an “Incremental Term Lender” in an Incremental Term Loan Lender Joinder Agreement, together with their respective successors and assigns.

“Incremental Term Loan” means an advance made by an Incremental Term Lender under an Incremental Term Facility.

“Incremental Term Loan Lender Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit C, executed and delivered in accordance with the provisions of Section 2.02(g)(ii).

“Incremental Term Loan Maturity Date” with respect to any Incremental Term Facility, shall be as set forth in the applicable Incremental Term Loan Lender Joinder Agreement for such Incremental Term Facility.

“Incremental Term Note” means a promissory note made by the applicable Borrower in favor of an Incremental Term Lender evidencing Incremental Term Loans made by such Incremental Term Lender, substantially in the form of Exhibit D.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all Funded Indebtedness;

(b)    the Swap Termination Value of any Swap Contract;

(c)    all Guarantees with respect to outstanding Indebtedness of the type specified in clause (b) above of any other Person; and

(d)    all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person or a Subsidiary thereof is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Subsidiary.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent” means pertaining to a condition of Insolvency.

“Intellectual Property” means all trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, patents, patent applications, patent rights, franchises, licenses and other intellectual property rights.

“Intercompany Debt” means Indebtedness permitted pursuant to Section 7.02(h).

“Interest Payment Date” means: (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that, if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swingline Loans being deemed made under the Revolving Facility for purposes of this definition).

26

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the applicable Borrower in its Loan Notice; provided, that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Interim Financial Statements” means the unaudited consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter ended March 31, 2021, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application for such Letter of Credit, and any other document, agreement and instrument entered into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered in accordance with the provisions of Section 6.13.

“JPMorgan” means JPMorgan Chase Bank, N.A.

“Junior Debt” has the meaning set forth in Section 7.14.

“Junior Debt Payment” has the meaning set forth in Section 7.14.

“Latest Maturity Date” means, at any date of determination, the latest of the Revolving Facility Maturity Date, the Term Facility Maturity Date and the then-latest Incremental Term Loan Maturity Date.

“Laws” or “laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

27

“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of such Letters of Credit hereunder. Notwithstanding the foregoing, JPMorgan shall be the L/C Issuer with respect to the Existing Letters of Credit identified as issued by JPMorgan on Schedule 1.01(c). In the event there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the “L/C Issuer” shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit, or to all L/C Issuers, as the context may require.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LCT Test Date” has the meaning specified in Section 1.03(e).

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender.

“Lender Party” means the Administrative Agent, each Lender, the Swingline Lender and the L/C Issuer.

“Lender Recipient Party” means each Lender, the Swingline Lender and the L/C Issuer.

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Company and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Revolving Facility Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $60,000,000 and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

28

“Leverage Increase Period” has the meaning specified in Section 7.11(a).

“LIBO Rate” has the meaning specified in the definition of “Eurodollar Rate”.

“LIBOR” has the meaning specified in the definition of “Eurodollar Rate”.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means (a) a Permitted Acquisition or other Investment permitted pursuant to Section 7.03 that is not conditioned on the availability of, or on obtaining, third party financing, or (b) any repayment, redemption, repurchase or other discharge of any Indebtedness requiring irrevocable notice in advance thereof.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Loan, a Term Loan, an Incremental Term Loan or a Swingline Loan.

“Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Collateral Documents, the Fee Letter, each Issuer Document, each Incremental Term Loan Lender Joinder Agreement, each Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 and any other agreement, instrument or documented designated by its terms as a “Loan Document” (but specifically excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of a Borrower.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract”.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries, taken as a whole, (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of the Loan Parties, taken as a whole, to perform their respective obligations under any Loan Document, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means, with respect to any Person, each contract or agreement (a) material to the operations, business, assets, properties, financial condition, performance or prospects of such Person or (b) any other contract, agreement, permit or license, written or oral, of such Person and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means the Revolving Facility Maturity Date, the Term Facility Maturity Date or an Incremental Term Loan Maturity Date, as the context may require.

29

“Maximum Leverage Ratio Requirement” means, with respect to any request pursuant to Section 2.02(g), the requirement that the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving Pro Forma Effect to any increase in the Revolving Facility pursuant to Section 2.02(g)(i) or the incurrence of any Incremental Term Facility pursuant to Section 2.02(g)(ii), as applicable, and the use of proceeds therefrom, the Consolidated Leverage Ratio is at least 0.50 less than the maximum Consolidated Leverage Ratio then permitted pursuant to Section 7.11(a) for the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) (it being understood and agreed that for purposes of calculating such Consolidated Leverage Ratio, the identifiable proceeds of such increase in the Revolving Facility or such Incremental Term Facility shall not qualify as Unrestricted Cash for purposes of the definition of “Consolidated Leverage Ratio”); provided, that, for the purpose of calculating the Consolidated Leverage Ratio pursuant to this definition, any such increase in the Revolving Facility pursuant to Section 2.02(g)(i) and the incurrence of any such Incremental Term Facility pursuant to Section 2.02(g)(ii), as applicable, shall be deemed to be fully drawn.

“Measurement Period” means, at any date of determination, (a) for purposes of determining compliance with the financial covenants set forth in Section 7.11 on the last day of any fiscal quarter of the Company, the four (4) fiscal quarters of the Company ending on the last day of such fiscal quarter, and (b) for all other purposes, the most recently completed four (4) fiscal quarters of the Company for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b).

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

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §1395 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program, including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program, and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connected with such program (whether or not having the force of law).

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to one hundred three percent (103%) of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to one hundred three percent (103%) of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” or “Mortgages” means, individually and collectively, as the context requires, each of the fee or leasehold mortgages, deeds of trust and deeds executed by a Loan Party that purport to grant a Lien to the Administrative Agent (or a trustee for the benefit of the Administrative Agent) for the benefit of the Secured Parties in any Mortgaged Properties, in form and substance satisfactory to the Administrative Agent.

“Mortgaged Property” means any owned or leased property of a Loan Party listed on Schedule 5.20(d) and identified as a “Mortgaged Property” thereon and any other owned or leased real property of a Loan Party that is or will become encumbered by a Mortgage in accordance with the terms of this Agreement.

30

“Mortgaged Property Support Documents” means with respect to any real property subject to a Mortgage:

(a)    a fully executed and notarized Mortgage encumbering the fee interest and/or leasehold interest of a Loan Party in such real property;

(b)    if requested by the Administrative Agent in its sole discretion, maps or plats of an as-built survey of the sites of such real property certified to the Administrative Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner satisfactory to each of the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors in 2021 with, to the extent required by the Administrative Agent, items 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 13, 14, 16, 17, and 18 on Table A thereof completed;

(c)    ALTA mortgagee title insurance policies issued by a title insurance company acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent and shall include such endorsements as are requested by the Administrative Agent;

(d)    evidence (provided at least five (5) Business Days prior to such real property becoming a Mortgaged Property) as to (i) whether such real property is a Flood Hazard Property and (ii) if such real property is a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the Loan Parties and their respective Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and otherwise in compliance with Flood Laws and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Secured Parties;

(e)    if requested by the Administrative Agent or any Lender, a Phase I (and if requested by the Administrative Agent based on the results of the Phase I, a Phase II) environmental assessment prepared by a firm acceptable to the Administrative Agent and/or an environmental questionnaire and such other environmental diligence items related to such real property as the Administrative Agent shall request; and

(f)    if requested by the Administrative Agent in its sole discretion, an opinion of legal counsel to the Loan Party granting the Mortgage on such real property, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent.

“Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Sections 3(37) and 4001(a)(3) of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of (a) any Disposition, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted pursuant to Section 7.01 on any asset that is the subject of such Disposition (other than any Lien pursuant to a Collateral Document), and other customary fees and expenses incurred by such Loan Party or such Subsidiary in connection with such Disposition, and (ii) taxes paid or reasonably estimated to be payable as a result of such Disposition (after taking into account any available tax credits or deductions and any tax sharing arrangements), (b) any Debt Issuance, net of customary fees, commissions, costs and other expenses incurred in connection therewith, and (c) any Involuntary Disposition, net of (i) all reasonable costs and expenses

31

incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Involuntary Disposition, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted pursuant to Section 7.01 on any asset that is the subject of such Involuntary Disposition (other than any Lien pursuant to a Collateral Document), and (iii) taxes paid or reasonably estimated to be payable as a result of such Involuntary Disposition (after taking into account any available tax credits or deductions and any tax sharing arrangements).

“Net Revenues” means, for any Person, the gross revenues of such Person, net of estimated revenue and contractual adjustments in accordance with such Person’s revenue recognition policies and in accordance with GAAP.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a Revolving Note, a Term Note or an Incremental Term Note, as the context may require.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that, Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Rate Early Opt-in” means the Administrative Agent and the Company have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (a) an Early Opt-in Election, and (b) Section 3.03(c)(ii) and clause (b) of the definition of “Benchmark Replacement”.

32

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to the Revolving Loans, Term Loans, Incremental Term Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of the Revolving Loans, Term Loans, Incremental Term Loans and Swingline Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PATRIOT Act” has the meaning specified in Section 11.19.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereof).

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Acquisition” means any Acquisition by a Loan Party or any Wholly Owned Subsidiary (the Person, assets or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”); provided, that, (a) the Target of such Acquisition operates a Permitted Business or the assets acquired pursuant to such Acquisition are used or useful in a Permitted Business, (b) the Company shall have delivered to the Administrative Agent (for further distribution to each Lender) a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such Acquisition, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b), (c) the aggregate Acquisition Consideration for all such Acquisitions of Persons that do not become Guarantors and assets that do not become subject to the security interests created by the Collateral Documents, in the aggregate during the term of this Agreement shall not exceed the greater of (i) $50,000,000 and (ii) an amount equal to fifteen percent (15%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b), (d) the Target of such Acquisition will become a Loan Party and the assets acquired shall be subject to Liens in favor of the Administrative Agent, in each case in accordance with, and to the extent required by, Section 6.13 and/or 6.14, (e) no Default or Event of Default shall exist or would result from giving effect to such Acquisition and (f) such Acquisition shall not be a “hostile” acquisition and shall have been approved by the Board of Directors and/or the shareholders (or equivalent) of the applicable Loan Party and the Target.

“Permitted Business” means any business that is, directly or indirectly through a Subsidiary, the same as, or reasonably related, ancillary or complementary to, the business of the Company and its Subsidiaries on the Closing Date.

“Permitted Disqualified Capital Stock” means Disqualified Capital Stock issued by any non-Wholly Owned Subsidiary; provided, that, such Equity Interests would not constitute Disqualified Capital Stock but for provisions thereof requiring such Subsidiary to repurchase such Equity Interests upon the occurrence or non-occurrence of certain specified events.

“Permitted Liens” has the meaning set forth in Section 7.01.

“Permitted Refinancing” means, with respect to any Indebtedness of any Person, any modification, refinancing, refunding, renewal or extension of such Indebtedness; provided, that, (a) the principal amount thereof does not exceed the sum of

33

(i) the outstanding principal amount of the Indebtedness so modified, refinanced, refunded, renewed or extended plus (ii) prepayment premiums paid, and reasonable and customary fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension, (b) such modification, refinancing, refunding, renewal or extension has (i) a final maturity date equal to or later than the final maturity date of the Indebtedness being modified, refinanced, refunded, renewed or extended, and (ii) a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) the direct and contingent obligors of such Indebtedness shall not be changed, as a result of or in connection with such modification, refinancing, refunding, renewal or extension, (d) the terms of such Indebtedness shall not be changed in any manner that is materially adverse, taken as a whole, to the Company or any Subsidiary, as applicable, as a result of or in connection with such modification, refinancing, refunding, renewal or extension, (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Secured Obligations or secured by Liens on the Collateral junior to those created under the Collateral Documents, such modification, refinancing, refunding, renewal or extension is subordinated to the Secured Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (f) if the Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured, such modification, refinancing, refunding, renewal or extension shall be unsecured, and (g) at the time of such modification, refinancing, refunding, renewal or extension of such Indebtedness, no Default or Event of Default shall have occurred and be continuing or result therefrom.

“Permitted Tax Distribution” means a cash distribution made by a non-Wholly Owned Subsidiary to the holders of its Equity Interests solely in respect of the income tax liabilities attributable to one or more of such holders’ ownership interests (whether direct or indirect) in such non-Wholly Owned Subsidiary, in an aggregate amount not to exceed the amount that is required to be included or recognized by one or more of such holders as income because of one or more of such holders’ direct or indirect ownership of the Equity Interests of such non-Wholly Owned Subsidiary. The determination of any such holder’s taxable income for such period shall be reduced by any cumulative taxable loss previously allocated to such holder after the Closing Date and not previously taken into account pursuant to this sentence.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Information” means any individually identifiable information of any natural Person.

“Plan” means at a particular time, any Employee Benefit Plan that is covered by ERISA and in respect of which the Borrowers or an ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means the amended and restated pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties.

“Private Third Party Payor” has the meaning set forth in Section 5.22(c).

“Private Third Party Payor Programs” has the meaning set forth in Section 5.22(c).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable Measurement Period for the applicable covenant or requirement: (a)(i) with respect to any Specified Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Company and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information satisfactory to the

34

Administrative Agent, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Company or any Subsidiary (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that, (x) Pro Forma Basis, Pro Forma Compliance and Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and certified by a Responsible Officer of the Company and (y) any such calculation shall be subject to the applicable limitations set forth in the definition of “Consolidated EBITDA”.

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Company containing reasonably detailed calculations of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) after giving Pro Forma Effect to the applicable Specified Transaction.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.24.

“Qualified Acquisition” means (a) a Permitted Acquisition for which the aggregate Acquisition Consideration exceeds $100,000,000 or (b) a series of related Permitted Acquisitions in any twelve (12) month period, for which the aggregate Acquisition Consideration for all such Permitted Acquisitions exceeds $100,000,000; provided, that, for any Permitted Acquisition or series of Permitted Acquisitions to qualify as a “Qualified Acquisition”, the Administrative Agent shall have received (not fewer than ten (10) Business Days (or such lesser period of time as may be agreed to by the Administrative Agent in its sole discretion) prior to the consummation of such Permitted Acquisition or series of related Permitted Acquisitions) a Qualified Acquisition Election Certificate with respect to such Permitted Acquisition or series of Permitted Acquisitions.

“Qualified Acquisition Election Certificate” means a certificate of a Responsible Officer of the Company, in form and substance satisfactory to the Administrative Agent, (a) certifying that the applicable Permitted Acquisition or series of related Permitted Acquisitions meet the criteria set forth in clauses (a) or (b) (as applicable) of the definition of “Qualified Acquisition” and (b) notifying the Administrative Agent that the Company has elected to treat such Permitted Acquisition or series of related Permitted Acquisitions as a “Qualified Acquisition”.

“Qualified Acquisition Pro Forma Determination” means the determinations of the Consolidated Leverage Ratio required in connection with (a) the satisfaction of the Maximum Leverage Ratio Requirement in connection with any increase in the Revolving Facility pursuant to Section 2.02(g)(i) or incurrence of any Incremental Term Facility pursuant to Section 2.02(g)(ii), in each case, used to finance a Permitted Acquisition or series of related Permitted Acquisitions that the Company elects to treat as a Qualified Acquisition and (b) the calculation of the amount of Indebtedness permitted to be incurred by the Company and its Subsidiaries pursuant to Section 7.02(g) (to the extent that such Indebtedness is incurred in connection with a Permitted Acquisition or a series of related Permitted Acquisitions that the Company elects to treat as a Qualified Acquisition).

“Qualified Capital Stock” of any Person means any Equity Interests of such Person that are not Disqualified Capital Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

35

“Qualifying Control Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Removal Effective Date” has the meaning set forth in Section 9.06.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. §4043.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Incremental Term Loans, Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders at such time. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making such determination.

“Required Revolving Lenders” means, at any time, Revolving Lenders having Total Revolving Exposures representing more than fifty percent (50%) of the Total Revolving Exposures of all Revolving Lenders at such time. The Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided, that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the L/C Issuer, as the case may be, in making such determination.

“Rescindable Amount” has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective Date” has the meaning set forth in Section 9.06.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan Party, and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the

36

Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(a).

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment”, opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.02(g), as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Revolving Commitments of all of the Revolving Lenders on the Second Amendment Effective Date is $550,000,000.

“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Facility Maturity Date” means July 30, 2026; provided, that, if such date is not a Business Day, the Revolving Facility Maturity Date shall be the next preceding Business Day.

“Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“Revolving Note” means a promissory note made by the Borrowers in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit H.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

37

“Sanction(s)” means any sanction administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement, dated as of the Second Amendment Effective Date, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, Bank of America, as Administrative Agent, Swingline Lender and L/C Issuer, and the other L/C Issuers party thereto.

“Second Amendment Effective Date” means July 30, 2021.

“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party or any Subsidiary and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VII between any Loan Party or any Subsidiary and any Hedge Bank.

“Secured Obligations” means all Obligations and all Additional Secured Obligations.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each Indemnitee and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit I.

“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“Security Agreement” means the amended and restated security agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties.

“SOFR” has the meaning set forth in the definition of “Daily Simple SOFR”.

“SOFR Early Opt-in” means the Administrative Agent and the Company have elected to replace LIBOR pursuant to (a) an Early Opt-in Election, and (b) Section 3.03(c)(i) and clause (a) of the definition of “Benchmark Replacement”.

“Solvency Certificate” means a solvency certificate in substantially in the form of Exhibit J.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.

38

“Specified Disposition” means any sale, transfer or other Disposition of all or substantially all of the Equity Interests of any Subsidiary or of any business unit, line of business or division of the Company or any Subsidiary (including the termination of activities constituting a business) or any other sale, transfer or other Disposition that results in a Person ceasing to be a Subsidiary.

“Specified Entities” means, collectively, Wentworth Home Care and Hospice, LLC, Portneuf Home Health Care, LLC, Marietta Home Health and Hospice, LLC and Tri Cities Home Health, LLC.

“Specified Event of Default” means any Event of Default pursuant to Section 8.01(a), Section 8.01(f) or Section 8.01(g).

“Specified Indebtedness” means any Indebtedness having an aggregate principal amount in excess of $5,000,000.

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

“Specified Transaction” means (a) any Acquisition, any Specified Disposition, any Investment that results in a Person becoming a Subsidiary, in each case, whether by merger, consolidation or otherwise, (b) any incurrence or repayment of Specified Indebtedness or (c) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.

“Subordinating Loan Party” has the meaning specified in Section 11.16.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Supported QFC” has the meaning specified in Section 11.24.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

39

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Lender” means Bank of America, in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Loan” has the meaning specified in Section 2.04(a).

“Swingline Loan Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit K or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Swingline Sublimit” means an amount equal to the lesser of (a) $25,000,000, and (b) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target” has the meaning specified in the definition of “Permitted Acquisition”.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(c).

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Company pursuant to Section 2.01(c) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.01(b) under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term Commitments of all of the Term Lenders on the Second Amendment Effective Date is $450,000,000.

“Term Facility” means, at any time, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.

“Term Facility Maturity Date” means July 30, 2026; provided, that, if such date is not a Business Day, the Term Facility Maturity Date shall be the next preceding Business Day.

“Term Lender” means, at any time, any Lender that holds a Term Loan at such time.

“Term Loan” has the meaning specified in Section 2.01(c).

“Term Note” means a promissory note made by the Company in favor of a Term Lender evidencing the Term Loan made by such Term Lender, substantially in the form of Exhibit M.

40

“Term SOFR” means, for the applicable corresponding tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to two Available Tenors of the applicable Benchmark Replacement, the corresponding tenor of the shorter duration shall be applied), the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Third Party Payor” means any Governmental Third Party Payor or any Private Third Party Payor.

“Third Party Payor Program” means any Governmental Third Party Payor Program or any Private Third Party Payor Program.

“Threshold Amount” means $15,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure, Outstanding Amount of all Term Loans of such Lender and Outstanding Amount of all Incremental Term Loans of such Lender at such time.

“Total Revolving Exposure” means, as to any Revolving Lender at any time, the unused Revolving Commitment and Revolving Exposure of such Revolving Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Cash” means, as of any date of determination, subject to the limitations set forth in Section 1.03(a) and Section 2.02(g), the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties as of such date, not to exceed $100,000,000.

“U.S. Loan Party” means any Loan Party that is organized under the laws of one of the states of the United States.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

41

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date of determination, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one twelfth) that will elapse between such date of determination and the making of such payment by (b) the then outstanding principal amount of such Indebtedness as of such date of determination.

“Wholly Owned Subsidiary” means, as to any Person, (a) any corporation one hundred percent (100%) of whose Equity Interests (other than directors’ qualifying shares or Equity Interests that are required to be held by another person in order to satisfy a foreign requirement of Law prescribing an equity owner resident in the local jurisdiction) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person have a one hundred percent (100%) equity interest at such time. Unless otherwise specified, all references herein to a “Wholly Owned Subsidiary” or to “Wholly Owned Subsidiaries” shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the Company.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02    Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one or all) parties constituting the Borrower, individually and/or in the aggregate.

42

(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)    Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03    Accounting Terms.

(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015. Notwithstanding anything contained herein to the contrary, in connection with the incurrence of any Indebtedness by the Company or any Subsidiary thereof, the proceeds of such Indebtedness shall not be counted as Unrestricted Cash in connection with any calculation of the Consolidated Leverage Ratio for purposes of determining the permissibility of the incurrence of such Indebtedness under this Agreement.

(b)    Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)    Consolidation of Variable Interest Entities. All references herein to Consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

43

(d)    Pro Forma Calculations. Notwithstanding anything to the contrary contained herein, all calculations of the Consolidated Leverage Ratio (including for purposes of determining the Applicable Rate) and the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to all Specified Transactions occurring during the applicable Measurement Period to which such calculation relates, and/or subsequent to the end of such Measurement Period but not later than the date of such calculation; provided, that, notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) compliance with Section 7.11, and/or (ii) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that occurred subsequent to the end of the applicable Measurement Period shall not be given Pro Forma Effect.

(e)    Limited Condition Transactions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Consolidated Leverage Ratio test or any Consolidated Interest Coverage Ratio test), (ii) the absence of a Default or an Event of Default, or (iii) a determination as to whether the representations and warranties contained in Article II and Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), in each case in connection with the consummation of a Limited Condition Transaction, the determination of whether the relevant condition is satisfied may be made, at the election of the Company, (A) in the case of a Permitted Acquisition or other Investment, in each case that is a Limited Condition Transaction, upon either (1) the execution of the definitive agreement with respect to such Permitted Acquisition or other Investment, or (2) the consummation of such Permitted Acquisition or other Investment and (B) in the case of any repayment, redemption, repurchase or other discharge of any Indebtedness, in each case that is a Limited Condition Transaction, upon either (1) delivery of notice with respect to such payment, redemption, repurchase or other discharge, or (2) the making of such payment, redemption, repurchase or discharge (the dates referred to in clauses (A)(1) and (B)(1) above, each a “LCT Test Date”), after giving effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, in connection with any Limited Condition Transaction: (w) the conditions set forth in clause (e) of the proviso to the definition of “Permitted Acquisition” or clause (x) of the proviso to Section 7.14(b) shall be satisfied if (I) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (II) no Specified Event of Default shall have occurred and be continuing at the time of consummation of such Limited Condition Transaction; (x) if the proceeds of an increase in the Revolving Facility pursuant to Section 2.02(g)(i) are being used to finance such Limited Condition Transaction, then (I) the condition set forth in Section 2.02(g)(i)(E)(2)(x) shall be required to be satisfied at the time of closing of the Limited Condition Transaction and funding of such increase but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required may be limited to customary “specified representations” and such other representations and warranties as may be required by the applicable lenders providing such increase, and (II) the conditions set forth in Section 2.02(g)(i)(B) and Section 2.02(g)(i)(E)(2)(y) shall, if and to the extent the lenders providing such increase so agree, be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such increase in connection with the consummation of such Limited Condition Transaction; (y) if the proceeds of an Incremental Term Facility pursuant to Section 2.02(g)(ii) are being used to finance such Limited Condition Transaction, then (I) the conditions set forth in Section 2.02(g)(ii)(H)(2)(x) and Section 4.02(a) shall be required to be satisfied at the time of closing of the Limited Condition Transaction and funding of such Incremental Term Facility but may be subject to customary “SunGard” or “certain funds” conditionality and the representations and warranties required may be limited to customary “specified representations” and such other representations and warranties as may be required by the applicable lenders providing such Incremental Term Facility, and (II) the conditions set forth in Section 2.02(g)(ii)(D), Section 2.02(g)(ii)(H)(2)(y) and Section 4.02(b) shall, if and to the extent the lenders providing such Incremental Term Facility so agree, be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (y) no Specified Event of Default shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with

44

the consummation of such Limited Condition Transaction; and (z) such Limited Condition Transaction and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Permitted Acquisition or Investment) shall be deemed incurred and/or applied at the LCT Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Transaction) and outstanding thereafter for purposes of Pro Forma Compliance (other than for purposes of determining Pro Forma Compliance in connection with the making of any Restricted Payment or the prepayment of any Junior Debt) with any applicable calculation of the financial covenants set forth in Section 7.11 (it being understood and agreed that with respect to any such ratio test or basket to be used to effect a Restricted Payment or a prepayment of Junior Debt, the Company shall demonstrate compliance with the applicable test both after giving effect to the applicable Limited Condition Transaction and assuming that such transaction had not occurred). For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA), at or prior to the consummation of the relevant Limited Condition Transaction, such ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Transaction is permitted to be consummated or taken. Except as set forth in clause (y) above in connection with the use of the proceeds of an Incremental Term Facility to finance a Limited Condition Transaction (and, in the case of such clause (y), only if and to the extent the lenders providing such Incremental Term Facility so agree as provided in such clause (y)), it is understood and agreed that this Section 1.03(e) shall not limit the conditions set forth in Section 4.02 with respect to any proposed Credit Extension, in connection with a Limited Condition Transaction or otherwise.

1.04    Rounding.

Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05    Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06    Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that, with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07    UCC Terms.

Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

1.08    Interest Rates.

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”, the definition of “Daily Floating LIBOR Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

45

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01    Loans.

(a)    Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that, after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

(b)    Incremental Term Loans. Subject to Section 2.02(g), on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make a term loan in a single advance to the applicable Borrower in the amount of its respective Incremental Term Commitment with respect to such Incremental Term Facility as set forth in such Incremental Term Loan Lender Joinder Agreement; provided, however, that, after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of the applicable Incremental Term Lenders. Each Incremental Term Borrowing shall consist of Incremental Term Loans made simultaneously by the Incremental Term Lenders in accordance with their respective Applicable Percentage of the applicable Incremental Term Facility. Incremental Term Borrowings prepaid or repaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(c)    Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan (each such loan, a “Term Loan”) to the Company, in Dollars, on the Second Amendment Effective Date in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each Term Lender shall make its Term Loan to the Company by (i) continuing its term loan outstanding under this Agreement immediately prior to the Second Amendment Effective Date, and/or (ii) advancing additional amounts constituting its Term Loan (or any portion thereof) on the Second Amendment Effective Date. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, however, the Term Borrowing made on the Second Amendment Effective Date shall consist of Base Rate Loans unless the Company delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the Second Amendment Effective Date.

2.02    Borrowings, Conversions and Continuations of Loans.

(a)    Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (i) telephone or (ii) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to the requested date

46

of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, (x) in connection with any conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $1,000,000, the aggregate amount of the aggregate Revolving Commitments as of such date). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, (x) in connection with any conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $500,000, the aggregate amount of the aggregate Revolving Commitments as of such date). Each Loan Notice and each telephonic notice shall specify (I) the applicable Borrower, (II) the applicable Facility and whether such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (III) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (IV) the principal amount of Loans to be borrowed, converted or continued, (V) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (VI) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

(b)    Advances. Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, with respect to the Term Borrowing to be made on the Second Amendment Effective Date, Section 3 of the Second Amendment), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that, if, on the date a Loan Notice with respect to a Revolving Borrowing is given by any Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.

(c)    Eurodollar Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

(d)    Interest Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the applicable Borrower and the Lenders in the absence of manifest error.

(e)    Interest Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten

47

(10) Interest Periods in effect in respect of the Revolving Facility. After giving effect to the Term Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Term Facility. With respect to each Incremental Term Facility, after giving effect to all Incremental Term Borrowings, all conversions of Incremental Term Loans from one Type to the other, and all continuations of Incremental Term Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of such Incremental Term Facility.

(f)    Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent and such Lender.

(g)    Increase in Revolving Facility; Incremental Term Loans. The Borrowers may at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Revolving Facility (but not the Letter of Credit Sublimit or the Swingline Sublimit) and/or establish one or more Incremental Term Facilities, by a maximum aggregate amount not to exceed the Incremental Amount, as follows:

(i)    Increase in Revolving Facility. The Borrowers may, at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Revolving Facility (but not the Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any Revolving Lender or new Revolving Commitments from any other Person selected by the Borrowers and acceptable to the Administrative Agent, the Swingline Lender and the L/C Issuer (so long as such Persons are not Affiliates of the Company and would be permitted at such time by Section 11.06(b)(v) to become assignees hereunder); provided, that:

(A)    any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof;

(B)    no Default or Event of Default shall exist and be continuing at the time of any such increase;

(C)    no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

(D)    (1) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;

(E)    as a condition precedent to such increase, the Company shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article II and Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.02(g)(i)(E), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) no Default or Event of Default exists;

48

(F)    a Responsible Officer of the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such increase in the Revolving Facility (and assuming for such calculation that such increase is fully drawn), the Loan Parties would be in compliance with the financial covenants set forth in Sections 7.11(a) and (b) as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b) (it being understood and agreed that for purposes of calculating such Consolidated Leverage Ratio, the identifiable proceeds of such increase in the Revolving Facility shall not qualify as Unrestricted Cash for purposes of the definition of “Consolidated Leverage Ratio”); provided, that, with respect to the calculation referred to in this clause (F), solely in connection with any increase in the Revolving Facility incurred to fund a Qualified Acquisition, the Consolidated Leverage Ratio test level set forth in Section 7.11(a) shall be deemed to be 4.00 to 1.0;

(G)    Schedule 1.01(b) shall be deemed revised to include any increase in the Revolving Facility pursuant to this Section 2.02(g)(i) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(g)(i); and

(H)    the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Secured Obligations after giving effect to such increase in the Revolving Facility.

Upon each increase to the Revolving Facility pursuant to this Section 2.02(g)(i), each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of such increase and each such increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in such Letters of Credit and/or Swingline Loans held by each Revolving Lender (including each such increasing Lender), as applicable, will equal such Revolving Lender’s Applicable Revolving Percentage of the aggregate outstanding L/C Obligations and Swingline Loans. Additionally, if any Revolving Loans are outstanding at the time any increase to the Revolving Facility is effected pursuant to this Section 2.02(g)(i), the applicable Revolving Lenders immediately after effectiveness of such increase to the Revolving Facility shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent may require such that each Revolving Lender holds its Applicable Revolving Percentage of all Revolving Loans outstanding immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(ii)    Institution of Incremental Term Facilities. The Borrowers may, at any time, upon prior written notice to the Administrative Agent, institute an Incremental Term Facility; provided, that:

(A)    the Borrowers (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of such Incremental Term Facility from existing Lenders or other Persons acceptable to the Administrative Agent (so long as such Persons are not Affiliates of the Company and would be permitted at such time by Section 11.06(b)(v) to become assignees hereunder), which Lenders shall join in this Agreement as Incremental Term Lenders by executing an Incremental Term Loan Lender Joinder Agreement;

49

(B)    no existing Lender shall be under any obligation to become an Incremental Term Lender and any such decision whether to become an Incremental Term Lender shall be in such Lender’s sole and absolute discretion;

(C)    such Incremental Term Facility shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof;

(D)    no Default or Event of Default shall exist and be continuing at the time of any such increase;

(E)    the Incremental Term Loan Maturity Date for such Incremental Term Facility shall be as set forth in the Incremental Term Loan Lender Joinder Agreement relating to such Incremental Term Facility; provided, that, such date shall not be earlier than the then-Latest Maturity Date;

(F)    the scheduled principal amortization payments under such Incremental Term Facility shall be as set forth in the Incremental Term Loan Lender Joinder Agreement relating to such Incremental Term Facility; provided, that, the Weighted Average Life to Maturity of the Incremental Term Loans made under such Incremental Term Facility shall not be shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans or any Incremental Term Loans under any then-existing Incremental Term Facility;

(G)    all other terms of such Incremental Term Facility (other than as set forth in Sections 2.02(g)(ii)(E) and (F) above) shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed that the following shall be reasonably satisfactory to the Administrative Agent: (x) covenants or other provisions applicable only to periods after the then-Latest Maturity Date, (y) covenants or other provisions that are added for the benefit of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, and (z) to the extent required by the lenders providing such Incremental Term Facility, customary “most-favored-nation” protection, call protection, and mandatory prepayments (including an excess cash flow prepayment), in each case, which may be applicable solely with respect to such Incremental Term Facility (provided, that, to the extent any mandatory prepayment required in connection with the establishment of an Incremental Term Facility, such mandatory prepayment shall be applied ratably to the Term Loans and all then-existing Incremental Term Loans));

(H)    as a condition precedent to such institution, the Company shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such institution, and (2) in the case of the Borrowers, certifying that, before and after giving effect to such institution, (x) the representations and warranties contained in Article II and Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such institution, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.02(g)(ii)(H), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) no Default or Event of Default exists;

(I)    a Responsible Officer of the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such Incremental Term Facility, the Loan Parties would be in compliance with the financial covenants set

50

forth in Sections 7.11(a) and (b) as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b) (it being understood and agreed that for purposes of calculating such Consolidated Leverage Ratio, the identifiable proceeds of such Incremental Term Facility shall not qualify as Unrestricted Cash for the purposes of the definition of “Consolidated Leverage Ratio”); provided, that, with respect to the calculation referred to in this clause (I), solely in connection with any Incremental Term Facility incurred to fund a Qualified Acquisition, the Consolidated Leverage Ratio test level set forth in Section 7.11(a) shall be deemed to be 4.00 to 1.0;

(J)    Schedule 1.01(b) shall be deemed revised to include such Incremental Term Facility pursuant to this Section 2.02(g)(ii) and to include thereon any Person that becomes an Incremental Term Lender pursuant to this Section 2.02(g)(ii); and

(K)    the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Secured Obligations after giving effect to such Incremental Term Facility.

2.03    Letters of Credit.

(a)    The Letter of Credit Commitment.

(i)    Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Company or any of its Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)    The L/C Issuer shall not issue any Letter of Credit if:

(A)    the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required Revolving Lenders have approved such expiry date; or

(B)    the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.

(iii)    The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law

51

applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)    the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C)    except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000;

(D)    the Letter of Credit is to be denominated in a currency other than Dollars;

(E)    any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F)    the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv)    The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)    The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)    The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)    Procedures for Issuance and Amendment of Letters of Credit.

(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company. Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a

52

Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. Additionally, the Company shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii)    Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit.

(iii)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)    Drawings and Reimbursements; Funding of Participations.

(i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Company and the Administrative Agent thereof. Not later than 2:00 p.m. (x) on the date of any payment by the L/C Issuer under a Letter of Credit, if the Company received notice of such drawing prior to 11:00 a.m., on such date or (y) otherwise on the Business Day immediately following receipt by the Company of such notice (each such date, an “Honor Date”), the Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Company fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Company shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)    Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of

53

the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)    With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section.

(iv)    Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Revolving Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)    Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that, each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)    If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)    Repayment of Participations.

(i)    At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or

54

otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)    If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)    Obligations Absolute. The obligation of the Company to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)    any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)    waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or any waiver by the L/C Issuer which does not in fact materially prejudice the Company;

(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)    any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii)    any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any of its Subsidiaries.

55

The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)    Role of L/C Issuer. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that, this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, however, that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)    Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and remedies against the Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h)    Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance, subject to Section 2.15, with its Applicable Revolving Percentage, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (i) due and payable on the first Business Day following each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

56

(i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its own account a fronting fee with respect to (i) each Letter of Credit (other than any Existing Letter of Credit issued by JPMorgan), at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, such fronting fee shall be due and payable on or prior to the date that is ten (10) Business Days following each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) each Existing Letter of Credit issued by JPMorgan, at the rate, times and in the amounts separately agreed in writing between the Company and JPMorgan. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j)    Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)    Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04    Swingline Loans.

(a)    The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the Revolving Lenders set forth in this Section, may in its sole discretion make loans to the Borrowers (each such loan, a “Swingline Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrowers, in Dollars, from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that, (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such Revolving Lender’s Revolving Commitment, (ii) no Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section, prepay under Section 2.05, and reborrow under this Section. Each Swingline Loan shall bear interest, at the applicable Borrowers’ option, at a rate based on (x) the Base Rate plus the Applicable Rate for Base Rate Loans or (y) the Daily Floating LIBOR Rate plus the Applicable Rate for Daily Floating LIBOR Rate Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline Loan.

(b)    Borrowing Procedures. Each Swingline Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (i) telephone or (ii) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the

57

Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (A) the applicable Borrower, (B) the amount to be borrowed, which shall be a minimum of $100,000, and (C) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the applicable Borrower at its office by crediting the account of the applicable Borrower on the books of the Swingline Lender in immediately available funds.

(c)    Refinancing of Swingline Loans.

(i)    The Swingline Lender at any time in its sole discretion may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii)    If for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)    If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

58

(iv)    Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that, each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swingline Loans, together with interest as provided herein.

(d)    Repayment of Participations.

(i)    At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swingline Lender.

(ii)    If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)    Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrowers for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swingline Lender.

(f)    Payments Directly to Swingline Lender. The Borrowers shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

2.05    Prepayments.

(a)    Optional.

(i)    The Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Revolving Loans, Term Loans and/or any Incremental Term Loans in whole or in part without premium or penalty subject to Section 3.05; provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the Type(s)

59

of Loans to be prepaid, and whether the Loans to be prepaid are Revolving Loans, Term Loans and/or Incremental Term Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the Term Loans and any then-existing Incremental Term Loans on a pro rata basis, and shall be applied to the principal repayment installments thereof, first, to reduce in direct order of maturity the next four (4) scheduled amortization payments and thereafter (after such scheduled amortization payments have been eliminated as a result of such reductions), on a pro rata basis. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(ii)    The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

(b)    Mandatory.

(i)    Total Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.

(ii)    Dispositions and Involuntary Dispositions. The Borrowers shall prepay (within thirty (30) days of the date of such Disposition or Involuntary Disposition) the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received by any Loan Party or any Subsidiary from any Disposition or any Involuntary Disposition; provided, that, so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) if the aggregate amount of Net Cash Proceeds received by any Loan Party or any Subsidiary from any such Disposition or Involuntary Disposition is equal to or less than $5,000,000 (it being understood and agreed that a series of related Dispositions or Involuntary Dispositions, as applicable, shall constitute a single Disposition or Involuntary Disposition, as applicable, for purposes of this clause (A)), or (B) if, at the election of the Company (as notified by the Company to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in Eligible Assets within two hundred seventy (270) days following the date of such Disposition or Involuntary Disposition; provided, further, that, for purposes of the foregoing clause (B), any portion of such Net Cash Proceeds that has not been so reinvested by the end of such period shall be applied within two (2) Business Days after the end of such period to prepay the Loans and/or Cash Collateralize the L/C Obligations. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iv) below.

60

(iii)    Debt Issuances. Promptly upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (iv) below.

(iv)    Application of Mandatory Prepayments. Each prepayment of Loans pursuant to the foregoing provisions of Sections 2.05(b)(ii) and (iii) shall be applied, first, to the Term Loans and any Incremental Term Loans on a pro rata basis and to the principal repayment installments thereof in inverse order of maturity, second, to the outstanding Revolving Loans (without a corresponding permanent reduction of the Revolving Facility), and third, after the outstanding Revolving Loans have been paid in full, to Cash Collateralize the remaining L/C Obligations. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06    Termination or Reduction of Commitments.

(a)    Optional. The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided, that: unless otherwise agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iii) the Borrowers shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit.

(b)    Mandatory.

(i)    The aggregate Term Commitments shall be automatically and permanently reduced to zero on the Second Amendment Effective Date after giving effect to the funding of the Term Loans on the Second Amendment Effective Date.

(ii)    The aggregate Incremental Term Commitments with respect to an Incremental Term Facility shall be automatically and permanently reduced to zero on the date of funding of the Incremental Term Loans advanced under such Incremental Term Facility.

(iii)    If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c)    Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swingline Sublimit or the Revolving Commitments under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

61

2.07    Repayment of Loans.

(a)    Revolving Loans. The Borrowers shall repay to the Revolving Lenders on the Revolving Facility Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)    Incremental Term Loans. The Borrowers shall repay the outstanding principal amount of all Incremental Term Loans in the installments, on the dates and in the amounts set forth in the applicable Incremental Term Loan Lender Joinder Agreement for the Incremental Term Facility under which such Incremental Term Loans were made (as such installments may hereafter be adjusted as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02.

(c)    Swingline Loans. The Borrowers shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swingline Loan is made and (ii) the Revolving Facility Maturity Date.

(d)    Term Loans. The Company shall repay the outstanding principal amount of the Term Loans in installments on the last Business Day of each March, June, September and December and on the Term Facility Maturity Date, in each case, in the respective amounts set forth in the table below (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02:

Payment Date	Principal Amortization Payment (% of Outstanding Amount of Term Loans as of the Second Amendment  Effective Date)
December, 2021	0.625%
March, 2022	0.625%
June, 2022	0.625%
September, 2022	0.625%
December, 2022	0.625%
March, 2023	0.625%
June, 2023	0.625%
September, 2023	0.625%
December, 2023	1.250%
March, 2024	1.250%
June, 2024	1.250%
September, 2024	1.250%
December, 2024	1.250%
March, 2025	1.250%
June, 2025	1.250%
September, 2025	1.250%
December, 2025	1.250%
March, 2026	1.250%
June, 2026	1.250%
Term Facility Maturity Date	Outstanding Principal Balance of Term Loans

62

provided, however, that, the final principal repayment installment of the Term Loans shall be repaid on the Term Facility Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.

2.08    Interest and Default Rate.

(a)    Interest. Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, and (iii) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to, at the applicable Borrowers’ option (x) the Base Rate plus the Applicable Rate or (y) the Daily Floating LIBOR Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b)    Default Rate.

(i)    (A) If any amount payable by any Loan Party under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, or (B) an Event of Default pursuant to Sections 8.01(f) or (g) exists, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)    Upon the request of the Required Lenders, while any other Event of Default exists, all outstanding Obligations (including Letter of Credit Fees) shall accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)    Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09    Fees.

In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a)    Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

63

(b)    Other Fees.

(i)    The Borrowers shall pay to the Administrative Agent and BofA Securities for their own respective accounts, fees in the amounts and at the times specified in the Fee Letter. The Borrowers shall pay to each Arranger (other than BofA Securities), for its own account, fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)    The Borrowers shall pay to the Lenders, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)    Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)    Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Company’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11    Evidence of Debt.

(a)    Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) one or more Notes, as applicable, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

64

(b)    Maintenance of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12    Payments Generally; Administrative Agent’s Clawback.

(a)    General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)    Funding by Lenders; Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)    Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment

65

referred to as the “Rescindable Amount”): (A) the Borrowers have not in fact made such payment; (B) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (C) the Administrative Agent has for any reason otherwise erroneously made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)    Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)    Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13    Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided, that:

(1)    if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

66

(2)    the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14    Cash Collateral.

(a)    Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section 2.05 or 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds one hundred five percent (105%) of the Letter of Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Borrowers shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b)    Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

67

(d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15    Defaulting Lenders.

(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”, “Required Revolving Lenders” and Section 11.01.

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided, that, if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

68

(iii)    Certain Fees.

(A)    Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)    Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.

(C)    Defaulting Lender Fees. With respect to any fee payable under Section 2.09(a) or Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrowers shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv)    Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)    Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(b)    Defaulting Lender Cure. If the Company, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)    New Swingline Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

69

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)    If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)    If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)    Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)    Tax Indemnifications.

(i)    Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect

70

thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii)    Each Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)    Status of Lenders; Tax Documentation.

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(A)    any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

71

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    executed originals of IRS Form W-8ECI;

(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(4)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner;

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied

72

with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(iii)    Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, that, each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

(g)    Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02    Illegality and Designated Lenders.

(a)    If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate or the Daily Floating LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Company through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (A) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or convert all Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans to such day, or immediately, if such

73

Lender may not lawfully continue to maintain such Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

(b)    If, in any applicable jurisdiction, the Administrative Agent, the L/C Issuer, or any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer, or any Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest with respect to any Credit Extension, such Person shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify the Company, and, until such notice is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

3.03    Inability to Determine Rates.

(a)    If in connection with any request for a Eurodollar Rate Loan or Daily Floating LIBOR Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or Daily Floating LIBOR Rate Loan, or (B) (1) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan or Daily Floating LIBOR Rate Loan and (2) the circumstances described in Section 3.03(c) do not apply (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Appropriate Lenders determine that for any reason the Daily Floating LIBOR Rate or the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Appropriate Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans (to the extent of the affected Daily Floating LIBOR Rate Loans, Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

(b)    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Company and the Appropriate Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (ii) the Administrative Agent or the Appropriate Lenders notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to

74

determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.

(c)    Notwithstanding anything to the contrary herein or in any other Loan Document:

(i)    On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month Dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023, and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(ii)    (A) Upon (1) the occurrence of a Benchmark Transition Event, or (2) a determination by the Administrative Agent that neither of the alternatives under clause (a) of the definition of “Benchmark Replacement” are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided, that, solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (a) of the definition of “Benchmark Replacement” unless the Administrative Agent determines that neither of such alternative rates is available.

(B)    On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document.

(iii)    At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the applicable Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

(iv)    In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

75

(v)    The Administrative Agent will promptly notify the Company and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03(c).

(vi)    At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings, and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

3.04    Increased Costs; Reserves on Eurodollar Rate Loans.

(a)    Increased Costs Generally. If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d)) or the L/C Issuer;

(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)    impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans or Daily Floating LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)    Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such

76

Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or such the L/C Issuer’s holding company for any such reduction suffered.

(c)    Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)    Reserves on Eurodollar Rate Loans. The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan and Daily Floating LIBOR Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided, that, the Company shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

(e)    Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided, that, the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05    Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)    any failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or

(c)    any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by a Borrower pursuant to Section 11.13;

77

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall also pay customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06    Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04 (other than Section 3.04(d)), or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Company, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04 (other than Section 3.04(d)), or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 11.13.

3.07    Survival.

Each Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01    [Reserved].

4.02    Conditions to all Credit Extensions.

The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:

(a)    Representations and Warranties. The representations and warranties of the Company and each other Loan Party contained in Article II and Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects

78

if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)    Default. No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)    Request for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

5.01    Existence, Qualification and Power.

Each Loan Party and each Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate, limited liability company or other organizational power and authority, as applicable, and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.02    Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than the Liens created by the Collateral Documents in favor of the Administrative Agent), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (c) violate any Law, except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b) to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

5.03    Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained, (ii) filings to perfect the Liens created by the Collateral Documents and (iii) approvals, consents, exemptions, authorizations, actions, notices or filings required under applicable law in connection with the exercise and enforcement of rights and remedies under the Loan Documents.

79

5.04    Binding Effect.

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and/or principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law).

5.05    Financial Statements; No Material Adverse Effect.

(a)    Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)    Quarterly Financial Statements. The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)    Material Adverse Effect. Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

(d)    Budget. The budget of the Company and its Subsidiaries delivered pursuant to Section 3(e)(ii) of the Second Amendment was prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such budget, and represented, at the time of delivery pursuant to Section 3(e)(ii) of the Second Amendment, the Company’s reasonable estimate of its future financial condition and performance.

5.06    Litigation.

There are no Adverse Proceedings (a) that purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws and Health Care Laws) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.07    No Default.

Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

80

5.08    Ownership of Property.

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09    Environmental Compliance.

There are no Adverse Proceedings regarding environmental matters or compliance with Environmental Laws that, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor any of their respective facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any claim giving rise to any Environmental Liability, or any activity relating to any Hazardous Materials that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There are and, to each of the Company’s and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or activities relating to Hazardous Materials which would reasonably be expected to form the basis of a claim giving rise to any Environmental Liability against the Company and its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to any Loan Party’s knowledge, any predecessor of the Company and its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any facility in violation of any Environmental Law where such violation is reasonably expected to have a Material Adverse Effect. None of the Company’s or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260 270 or any state equivalent, except in the ordinary course of its business in compliance with all Environmental Laws. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to the Company and its Subsidiaries relating to any Environmental Law, any release of Hazardous Materials, or any activity relating to any Hazardous Materials which individually or in the aggregate has had, or would reasonably be expected to have, a Material Adverse Effect.

5.10    Insurance.

The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Second Amendment Effective Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.

5.11    Taxes.

Each Loan Party and its Subsidiaries have filed or caused to be filed all federal, state and other tax returns and reports required to be filed (excluding such other tax returns and reports with respect to which the failure to pay or file would not result in the loss, suspension, or impairment of any material Governmental Authorization, and otherwise would not reasonably be expected to have a Material Adverse Effect), and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no tax assessment proposed in writing (and received by any Loan Party or any Subsidiary) against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Company or any Subsidiary.

5.12    ERISA Compliance.

(a)    Neither a Reportable Event nor the failure to contribute the minimum required contribution (within the meaning of Section 412 of the Code) has occurred during the five (5) year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects

81

with the applicable provisions of ERISA and the Code. No termination of a Pension Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five (5) year period. The present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the Borrowers nor any ERISA Affiliate would become subject to any material liability under ERISA if the Borrowers or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.

(b)    The Company, and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except where such non-compliance or non-performance would not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status that would reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates except to the extent reflected on the consolidated financial statements of the Company and its Subsidiaries and the notes thereto. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. Except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. The Company, its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

(c)    Each Borrower represents and warrants as of the Second Amendment Effective Date that such Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

5.13    Margin Regulations; Investment Company Act.

(a)    Margin Regulations. Neither Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of a Borrower only or of the Company and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

82

(b)    Investment Company Act. No Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940. No Loan Party is subject to regulation under any Law that limits its ability to incur Indebtedness.

5.14    Disclosure.

(a)    No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Second Amendment Effective Date) any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. The Loan Parties have no knowledge of any matter or occurrence that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

(b)    The projections of the Company and its Subsidiaries on a Consolidated basis that are set forth in the Confidential Information Memorandum were, as of the date made, based on good faith estimates and assumptions made by the management of the Company; provided, that, the projections are not to be viewed as facts and actual results of the Company and its Subsidiaries on a Consolidated basis for the period or periods covered by the projections may differ from such projections and the differences may be material; provided, further, that, management of the Company believes that the projections, as of the date made, were reasonable and attainable.

(c)    As of the Second Amendment Effective Date, the information included in any Beneficial Ownership Certification (if required) delivered on or prior to the Second Amendment Effective Date is true and correct in all respects.

5.15    Compliance with Laws.

Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.16    Solvency.

Each Loan Party is, individually and together with its Subsidiaries on a Consolidated basis, Solvent.

5.17    Sanctions Concerns; Anti-Corruption Laws; PATRIOT Act.

(a)    Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by, one or more individuals or entities that are (i) the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.

83

(b)    Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and, to the extent applicable, have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(c)    PATRIOT Act. To the extent applicable, each Loan Party and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act.

5.18    Responsible Officers.

Set forth on Schedule 1.01(d) are the Responsible Officers of each Loan Party, holding the offices indicated next to their respective names, as of the Second Amendment Effective Date, and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of each such respective Loan Party, this Agreement, the Notes and the other Loan Documents.

5.19    Subsidiaries; Equity Interests; Loan Parties.

(a)    Set forth on Schedule 5.19(a), is complete and accurate list as of the Second Amendment Effective Date of each of the following: (i) all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, (ii) the number of shares or ownership interests of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares or ownership interests of each class of Equity Interests owned by the Loan Parties and their Subsidiaries, (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.), and (v) identification of each Subsidiary that is an Excluded Subsidiary. The outstanding Equity Interests in all Subsidiaries that are corporations are validly issued, fully paid and non-assessable. The outstanding Equity Interests in all Subsidiaries (other than any Subsidiary that is a corporation) are validly issued, fully paid and the holders thereof have no obligation to make payments or contributions to any such Subsidiary or its credits by reason of their ownership of the Equity Interests therein (other than, with respect to non-Wholly Owned Subsidiaries, customary capital contribution requirements). The outstanding Equity Interests in all Subsidiaries are owned free and clear of all Liens.

(b)    Set forth on Schedule 5.19(b) is a complete and accurate list as of the Second Amendment Effective Date of each Loan Party’s: (i) exact legal name, (ii) former legal names in the four (4) months prior to the Second Amendment Effective Date, if any, (iii) jurisdiction of its incorporation or organization, as applicable, (iv) type of organization, (v) chief executive office address (and, if different, principal place of business address), (vi) U.S. federal taxpayer identification number (or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization) and (vii) organization identification number.

5.20    Collateral Representations.

(a)    Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

(b)    Intellectual Property. Set forth on Schedule 5.20(b), as of the Second Amendment Effective Date, is a list of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Second Amendment Effective Date. Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does any Loan Party know of any such claim, and, to the knowledge of

84

the Loan Parties, the use of any Intellectual Property by any Loan Party or any of its Subsidiaries or the granting of a right or a license in respect of any Intellectual Property from any Loan Party or any of its Subsidiaries does not infringe on the rights of any Person. As of the Second Amendment Effective Date, none of the Intellectual Property owned by any of the Loan Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except as set forth on Schedule 5.20(b).

(c)    Deposit Accounts and Securities Accounts. Set forth on Schedule 5.20(c), as of the Second Amendment Effective Date, is a description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the depository institution and average amount held in such deposit account and whether such account is an Excluded Deposit and Securities Account, and (C) in the case of a securities account, the securities intermediary or issuer and the average aggregate market value held in such securities account, as applicable, and whether such account is an Excluded Deposit and Securities Account.

(d)    Properties. Set forth on Schedule 5.20(d), as of the Second Amendment Effective Date, is a list of all real property located in the United States that is owned or leased by any Loan Party (in each case, including (i) the name of the Loan Party owning (or leasing) such property and an indication of whether such property is a Mortgaged Property, (ii) if such real property is a Mortgaged Property, the number of buildings located on such property, (iii) the property address, and (iv) the city, county (if such real property is a Mortgaged Property), state and zip code which such property is located).

5.21    Regulation H.

No Mortgaged Property is a Flood Hazard Property unless the Administrative Agent shall have received the following: (a) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that such Mortgaged Property is a Flood Hazard Property, (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (iii) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (b) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent (and otherwise in compliance with Flood Laws) and naming the Administrative Agent as loss payee on behalf of the Lenders. All flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in full.

5.22    Compliance with Health Care Laws.

(a)    The Company and its Subsidiaries, when taken as a whole, are in compliance in all material respects with all material Health Care Laws applicable to it, its products and its properties or other assets or its business or operation. Each of the Company and its Subsidiaries, taken as a whole, has in effect all material Governmental Authorizations necessary for it to carry on its business and operations, as presently conducted. All such Governmental Authorizations are in full force and effect and there exists no default under, or violation of, any such Governmental Authorization and neither the Company nor any of its Subsidiaries has received notice or has knowledge that any Governmental Authority is considering limiting, suspending, terminating, adversely amending or revoking any such Governmental Authorization, in each case, except where the failure to be in full force and effect, and/or default, or violation or such notice would not reasonably be expected to have a Material Adverse Effect.

(b)    Except as set forth on Schedule 5.22, all reports, documents, claims, notices or approvals required to be filed, obtained, maintained or furnished by the Company and its Subsidiaries pursuant to any Health Care Law to any Governmental Authority have been so filed, obtained, maintained or furnished except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and all such reports, documents, claims and notices were complete and correct in all material respects on the date filed (or were or will be corrected in or supplemented by a subsequent filing).

(c)    Each of the Company and its Subsidiaries, to the extent that it is billing the applicable Third Party Payor, has the requisite provider number or other Governmental Authorization to bill under Medicare, the respective Medicaid

85

program in the state or states in which such entity operates, any other Governmental Third Party Payor Program and Private Third Party Payor Programs. There is no investigation, audit, claim review, or other action pending, or threatened to the knowledge of the Company or its Subsidiaries, which would result in a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of any Governmental Third Party Payor or Private Third Party Payor provider number or result in any of the Company’s or any of its Subsidiaries’ exclusion from any Governmental Third Party Payor Program or Private Third Party Payor Program which individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, a “Governmental Third Party Payor” means Medicare, Medicaid, TRICARE, federal or state government insurers or health care programs and any other person or entity which presently or in the future maintains Governmental Third Party Payor Programs. In addition, for purposes of this Agreement, “Governmental Third Party Payor Programs” means all governmental third party payor programs in which the Company or any of its Subsidiaries participates (including Medicare, Medicaid, TRICARE or any other federal or state health care programs). For purposes of this Agreement, a “Private Third Party Payor” means private insurers and any other person or entity which presently or in the future maintains Private Third Party Payor Programs. In addition, for purposes of this Agreement, “Private Third Party Payor Programs” means all non-governmental third party payor programs in which the Company or any of its Subsidiaries participate (including managed care plans, or any other private health care insurance programs).

(d)    Each of the Company and its Subsidiaries (i) has received and maintains accreditation to the extent required by law in good standing and without limitation or impairment by all applicable accrediting organizations, including The Joint Commission, the Accreditation Commission for Health Care, Inc. or other applicable nationally recognized accrediting agency, and (ii) if applicable, has cured all deficiencies or submitted or will submit a plan of correction to cure all deficiencies noted in its most recent accreditation survey reports, except in the case of clause (i) and (ii) where the failure to require, maintain, cure or submit would not reasonably be expected to have a Material Adverse Effect.

(e)    There are no facts, circumstances or conditions that, to the knowledge of the Company or its Subsidiaries, would reasonably be expected to form the basis for any valid investigation, suit, claim, audit, action (legal or regulatory) or proceeding (legal or regulatory) by a Governmental Authority relating to any of the Health Care Laws against or affecting the Company and its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.22 or as otherwise disclosed to the Administrative Agent, neither the Company nor any of its Subsidiaries (i) is a party to a corporate integrity agreement, or (ii) has any reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental Authority. Each of the Company and its Subsidiaries, as applicable, has complied with the terms and conditions of any corporate integrity agreements, settlement agreements, plans of correction, or other remedial measures or demand of any Governmental Authority to which it is subject except where non-compliance would not reasonably be expected to have a Material Adverse Effect, all of which are set forth on Schedule 5.22 or otherwise disclosed to the Administrative Agent.

(f)    Neither the Company nor any of its Subsidiaries or their respective officers, directors, employees or agents is, has been, or, to the knowledge of the Company or any of its Subsidiaries, has been threatened to be, (i) excluded from any Governmental Third Party Payor Program pursuant to 42 U.S.C. § 1320a-7b and related regulations, or (ii) made a party to any other action by any Governmental Authority that may prohibit it from participating in any Governmental Third Party Payor Program or selling products to any governmental or other purchaser pursuant to any Health Care Laws, except where the same would not reasonably be expected to have a Material Adverse Effect.

(g)    To the extent applicable to the Company or any of its Subsidiaries, and for so long as (i) the Company or any of its Subsidiaries are a “covered entity” as defined in 45 C.F.R. § 160.103, (ii) the Company or any of its Subsidiaries are a “business associate” as defined in 45 C.F.R. § 160.103, (iii) the Company or any of its Subsidiaries are subject to or covered by the HIPAA Administrative Requirements codified at 45 C.F.R. Parts 160 & 162 and/or the HIPAA Security and Privacy Requirements codified at 45 C.F.R. Parts 160 & 164, and/or (iv) the Company or any of its Subsidiaries sponsor any “group health plans” as defined in 45 C.F.R. § 160.103, the Company and its Subsidiaries have: (A) completed surveys, inventories, reviews, analyses and/or assessments, including risk assessments, (collectively “Assessments”) of all material areas of their businesses and operations subject to HIPAA, to the extent these Assessments are required for the Company or any of its Subsidiaries, as the case may be, to be HIPAA Compliant; (B)

86

developed a plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”) and (C) implemented those provisions of its HIPAA Compliance Plan necessary for the Company and its Subsidiaries to be HIPAA Compliant except where non-compliance is not reasonably expected to have a Material Adverse Effect.

(h)    The Company and its Subsidiaries maintain a compliance plan that is intended to ensure that the Company and its Subsidiaries are compliant with all Health Care Laws applicable to the business of the Company and its Subsidiaries, and is consistent with compliance guidance from the U.S. Department of Health and Human Services Office of Inspector General and the U.S. Federal Sentencing Guidelines that is publicly available as of the Closing Date.

(i)    Neither the Company nor any of its Subsidiaries has (i) received any claim or notice from any Governmental Authority or patient alleging or referencing any breach, security incident, violation of its information systems or the improper use, disclosure or access to any Personal Information in its possession, custody or control, or (ii) had any breaches as defined in HIPAA or in violation of any other federal or state law applicable to the privacy or security of Personal Information, except in the case of clause (i) and (ii), where the incident would not reasonably be expected to have a Material Adverse Effect.

5.23    Labor Matters.

Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Company or any Subsidiary pending or, to the knowledge of the Loan Parties, threatened; (b) hours worked by and payment made to employees of each of the Company or any Subsidiary have not been in violation of the Fair Labor Standards Act or any other applicable requirement of Law dealing with such matters; and (c) all payments due from the Company or any Subsidiary on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the Company or such Subsidiary.

5.24    No Affected Financial Institution.

No Loan Party is an Affected Financial Institution.

5.25    Covered Entities.

No Loan Party is a Covered Entity.

ARTICLE VI

AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to:

6.01    Financial Statements.

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)    Audited Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company, a Consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

87

(b)    Quarterly Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, a Consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.

(c)    Business Plan and Budget. As soon as available, but in any event no later than February 15 of each fiscal year of the Company (or, if earlier, ten (10) Business Days after approval by the Board of Directors of the Company), an annual business plan and budget of the Company and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Company, in form satisfactory to the Administrative Agent, of Consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on a quarterly basis for the then current fiscal year.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

6.02    Certificates; Other Information.

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)    Accountants’ Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default of a financial nature under Section 7.11 or, if any such Default shall exist, stating the nature and status of such event.

(b)    Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Company, including (A) information regarding the amount of all Dispositions, Involuntary Dispositions, Debt Issuances and Acquisitions that occurred during the period covered by such Compliance Certificate, (B) a certification as to whether the Loan Parties and their respective Subsidiaries have performed and observed each covenant and condition of the Loan Documents applicable to it during the period covered by the Compliance Certificate (or, if not, a listing of the conditions or covenants that have not been performed or observed and the nature and status of each such Default), (C) a certification of compliance with the financial covenants set forth in Section 7.11(a) and (b), including financial covenant analyses and calculation for the period covered by the Compliance Certificate, (D) a listing of (1) all applications by any Loan Party, if any, for any Intellectual Property made since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), (2) all issuances of registrations or letters on existing applications by any Loan Party for any Intellectual Property received since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), and (3) all licenses relating to any Intellectual Property entered into by any Loan Party since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), and (E) any updated insurance binder or other evidence of insurance for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during the period covered by such Compliance Certificate, and (ii) a copy of management’s discussion and analysis with respect to such financial statements. Unless the Administrative Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

88

(c)    Audit Reports; Management Letters; Recommendations. Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the Board of Directors (or the audit committee of the Board of Directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

(d)    Annual Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of any Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(e)    Debt Securities Statements and Reports. Promptly, but in any event within five (5) days after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02.

(f)    SEC Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.

(g)    Notices. Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any material instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.

(h)    Environmental Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any Mortgaged Properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(i)    Additional Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 1.01(a), or (b) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent (by fax transmission or e-mail transmission) of the posting of any such documents and, if requested, provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the

89

documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrowers hereby acknowledge that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (2) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States federal and state securities laws (provided, however, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07), (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”, and (4) the Administrative Agent and any Affiliate thereof and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC”.

6.03    Notices.

Promptly notify the Administrative Agent and each Lender of:

(a)    the occurrence of any Default;

(b)    any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;

(c)    the occurrence of or forthcoming occurrence of any ERISA Event, including a written notice specifying the nature thereof, what action the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and with reasonable promptness, provide copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (ii) all notices received by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(d)    (i) the institution of any Adverse Proceeding not previously disclosed in writing by the Company to the Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either clause (d)(i) or (d)(ii), is reasonably expected to result in damages not otherwise covered by insurance in excess of $7,500,000, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Company to enable the Lenders and their counsel to evaluate such matters;

(e)    any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by the Company referred to in Section 2.10(b);

90

(f)    (i) (A) any written recommendation from any Governmental Authority or other regulatory body to the Company or any of its Subsidiaries regarding any Governmental Authorizations or any Governmental Third Party Payor Program providers; (B) any written notice regarding any accreditations or supplier numbers that have been suspended, revoked, or limited in any way; or (C) notification of any penalties or sanctions imposed that, in the case of any of clauses (f)(i)(A) through (f)(i)(C), are material to the Company and its Subsidiaries, taken as a whole; (ii) notice of termination of eligibility to participate in any reimbursement program of any Third Party Payor Program that is material to the Company and its Subsidiaries, taken as a whole; (iii) the occurrence of any reportable event under any settlement agreement or corporate integrity agreement entered into by the Company or any of its Subsidiaries with any Governmental Authority; (iv) notice that an officer, manager or employee of the Company or any of its Subsidiaries: (A) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. § 1320a-7a or is the subject of a proceeding seeking to assess such penalty; (B) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. § 1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (C) has been convicted (as that term is defined in 42 C.F.R. § 1001.2) of any of those offenses described in 42 U.S.C. § 1320a-7b or 18 U.S.C. §§ 669, 1035, 1347 or 1518 or is the subject of a proceeding seeking to assess such penalty; or (D) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the federal False Claims Act or a qui tam action; and (v) copies of any report or communication from any Governmental Authority in connection with any inspection of any facility of the Company or any of its Subsidiaries other than those which are routine and non-material to the Company and its Subsidiaries taken as a whole;

(g)    any Mortgaged Property that is, or becomes, a Flood Hazard Property; and

(h)    (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, or Insolvency of, any Multiemployer Plan, or (ii) the institution of proceedings or the taking of any other action by the PBGC or a Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the termination, or Insolvency of, any Plan.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04    Payment of Obligations.

Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all federal, state and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Subsidiary, (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Subsidiary and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except in the case of clauses (a), (b) and (c), to the extent that the failure to pay or discharge would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.05    Preservation of Existence, Etc.

(a)    Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or Section 7.05.

(b)    Take all reasonable action to maintain all material rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the Company’s Board of Directors has determined that the preservation thereof is no longer desirable in the conduct of the business of such Person and the failure to do so would not reasonably be expected to have a Material Adverse Effect.

91

6.06    Maintenance of Properties.

(a)    Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.

(b)    Make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.07    Maintenance of Insurance.

(a)    Maintenance of Insurance. Maintain with financially sound and reputable insurance companies which are not Affiliates of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including (i) terrorism insurance and (ii) flood hazard insurance on all Mortgaged Properties that are Flood Hazard Properties, on such terms and in such amounts as required by the National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent.

(b)    Evidence of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if the Administrative Agent for the benefit of the Secured Parties is not on the declarations page for such policy.

6.08    Compliance with Laws.

Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

6.09    Books and Records.

Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP and all requirements of Law shall be made of all financial dealings and transactions in relation to its business and activities.

6.10    Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender (to the extent accompanied by the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired.

92

6.11    Use of Proceeds.

Use the proceeds of the Credit Extensions (a) to refinance certain existing Indebtedness (including certain Indebtedness under the Existing Credit Agreement), and (b) for other general corporate purposes (including Permitted Acquisitions); provided, that, in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.

6.12    Material Contracts.

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, in each case, except to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.13    Covenant to Guarantee Obligations.

Within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion) after the acquisition or formation of any Domestic Subsidiary (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the acquisition of a Subsidiary for purposes of this Section 6.13), cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Excluded Subsidiary shall be required to become a Guarantor (subject to the last sentence of this Section 6.13). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, Organization Documents, resolutions, incumbency certificates, good standing certificates, lien searches, searches of Intellectual Property records and substantially the same documentation otherwise required pursuant to Section 6.13 and Section 6.14 (including applicable Mortgages and Mortgaged Property Security Documents) and, to the extent required by the Administrative Agent, favorable opinions of counsel to such Person (which should cover, among other things, the legality, binding effect and enforceability), all in form, content and scope satisfactory to the Administrative Agent. It is understood and agreed that, to the extent that, as of the last day of any Measurement Period for which financial statements were required to be delivered pursuant to Section 6.01(a) or (b), the Consolidated EBITDA for such Measurement Period attributable to all Loan Parties in the aggregate does not equal or exceed seventy percent (70%) of Consolidated EBITDA for such Measurement Period, the Company shall within thirty (30) days (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion) cause Subsidiaries that would otherwise be classified as Excluded Subsidiaries to become Guarantors in accordance with the foregoing provisions of Section 6.13 to the extent necessary so that the Consolidated EBITDA that is attributable only to the Loan Parties is equal to or exceeds seventy percent (70%) of Consolidated EBITDA for such Measurement Period.

6.14    Covenant to Give Security.

Except with respect to Excluded Property:

(a)    Equity Interests. Each Loan Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary directly owned by a Loan Party (other than any CFC Holdco) and (ii) sixty five percent (65%) (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such CFC Holdco’s, as applicable, United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each CFC Holdco, in each case, directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance satisfactory to the Administrative Agent.

(b)    Other Property. Each Loan Party shall cause all property of each Loan Party to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured (to the extent such title insurance is required by the Administrative Agent) Liens in favor of the Administrative Agent to secure the Secured

93

Obligations pursuant to the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall request (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, Mortgaged Property Support Documents and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that, with respect to any Mortgaged Property acquired by any Loan Party after the Closing Date, the Loan Parties shall have thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) to comply with this Section 6.14(b) with respect to such Mortgaged Property.

(c)    Landlord Waivers. In the case of any tangible personal property Collateral located at any other premises leased by a Loan Party containing personal property Collateral with a value in excess of $2,500,000, the Loan Parties will provide the Administrative Agent with such estoppel letters, consents and waivers from the landlords on such real property to the extent (i) requested by the Administrative Agent and (ii) the Loan Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent).

(d)    Account Control Agreements. Each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (i) deposit accounts and securities accounts that are maintained at all times with the Administrative Agent, (ii) Excluded Deposit and Securities Accounts, (iii) deposit accounts that are maintained at all times with depositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (iv) securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement and (v) any other deposit or securities account to the extent that the Administrative Agent has not requested that the Loan Parties deliver a Qualifying Control Agreement with respect thereto (it being understood that the Loan Parties shall have ninety (90) days (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion) after such request by the Administrative Agent to deliver such Qualifying Control Agreements).

6.15    Further Assurances.

Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16    Anti-Corruption Laws; Sanctions.

Conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and, to the extent applicable, maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

94

6.17    Compliance Programs.

(a)    To the extent necessary, review and revise its policies and procedures to provide continuing compliance with all applicable Health Care Laws.

(b)    Maintain appropriate programs and procedures for communicating such policies and procedures to all officers, directors and employees of the Company and its Subsidiaries.

(c)    Provide that all officers, directors and employees of the Company and its Subsidiaries are able to report violations of any Health Care Laws.

(d)    Provide that such reported violations are adequately addressed and corrected as soon as practicable.

6.18    Condition of Participation in Third Party Payor Programs.

To the extent applicable to the Company and its Subsidiaries in the conduct of their business, (a) maintain its qualification for participation in, and payment under, Third Party Payor Programs, that provide for payment or reimbursement for services, except to the extent such loss or relinquishment would not reasonably be expected to have a Material Adverse Effect; and (b) promptly furnish or cause to be furnished to Administrative Agent and Lenders copies of all material reports and correspondence, if any, it sends or receives relating to any material loss or revocation (or material threatened loss or revocation) of any qualification described in this Section 6.18.

ARTICLE VII

NEGATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01    Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):

(a)    Liens pursuant to any Loan Document;

(b)    Liens existing on the Second Amendment Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided, that, (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such renewal or extension of the underlying Indebtedness and by an amount equal to any existing commitments unutilized under the underlying Indebtedness, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal, replacement, refinancing, restructuring or extension of the obligations secured or benefited thereby is a Permitted Refinancing permitted by Section 7.02(b);

(c)    Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided, that, adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP;

(d)    statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

95

(e)    Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness);

(f)    easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any real property, in each case whether now or hereafter in existence, (i) not securing Indebtedness, (ii) not individually or in the aggregate materially impairing the value or marketability of such real property and (iii) not individually or in the aggregate materially interfering with the ordinary conduct of the business of the Company and its Subsidiaries at such real property;

(g)    Liens arising out of judgments, attachments or awards not resulting in an Event of Default;

(h)    Liens securing Indebtedness permitted under Section 7.02(c); provided, that: (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness together with any accessions thereto and proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof;

(i)    any interest or title of a lessor under any lease entered into by the Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, so long as no such leases, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of the Company or any such Subsidiary or materially impair the use (for its intended purposes) or the value of the property subject thereto;

(j)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business;

(k)    non-exclusive licenses of Intellectual Property granted by the Company or any Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company and its Subsidiaries;

(l)    the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(m)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(n)    Liens securing Indebtedness permitted pursuant to Section 7.02(d); provided, that, (i) such Lien is not created in contemplation of or in connection with such Acquisition, (ii) such Lien shall not apply to any other property of the Company or any Subsidiary (other than improvements on the property subject thereto and proceeds thereof), and (iii) such Lien shall secure only those obligations it secures on the date of Acquisition, and any renewals, replacements, refinancings, restructurings or extensions thereof so long as the principal amount of such renewals, replacements, refinancings, restructurings or extensions thereof does not exceed the principal amount of the obligations being renewed, replaced, refinanced, restructured or extended except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in each case, in connection with any such renewals, replacements, refinancings, restructurings or extensions of the underlying Indebtedness; and

(o)    other Liens not permitted by the foregoing clauses of this Section 7.01 securing Indebtedness or other obligations permitted pursuant to this Agreement in an aggregate principal amount not to exceed at any one time outstanding the greater of (i) $35,000,000, and (ii) an amount equal to ten percent (10%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b).

96

7.02    Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a)    Indebtedness under the Loan Documents;

(b)    Indebtedness outstanding on the Second Amendment Effective Date and listed on Schedule 7.02 (and any Permitted Refinancing thereof);

(c)    Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations incurred by the Company or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount at any one time outstanding of the greater of (i) $15,000,000, and (ii) an amount equal to five percent (5%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b), (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

(d)    (i) Indebtedness of a Person that becomes a Subsidiary or Indebtedness incurred to finance assets of a Person that are acquired in a Permitted Acquisition in an aggregate amount not to exceed at any time the greater of (i) $35,000,000, and (ii) an amount equal to ten percent (10%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b); provided, that, (A) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and (B) such Indebtedness is not guaranteed in any respect by the Company or any of its Subsidiaries (other than by any such Person that so becomes a Subsidiary), and (ii) any Permitted Refinancing of any Indebtedness specified in Section 7.02(d)(i);

(e)    Indebtedness consisting of Earn Out Obligations incurred in connection with Permitted Acquisitions;

(f)    Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, in each case incurred in the ordinary course of business;

(g)    unsecured Indebtedness of the Company or any of its Subsidiaries owed to sellers in connection with Permitted Acquisitions; provided, that, (i) the Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the incurrence of such Indebtedness, the Consolidated Leverage Ratio shall be at least 0.50 less than the maximum Consolidated Leverage Ratio then permitted pursuant to Section 7.11(a) for the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.10(b), and (ii) no such Indebtedness shall require the Company or any of its Subsidiaries to comply with any financial covenants;

(h)    intercompany Indebtedness arising pursuant to Investments permitted under Section 7.03 (other than by reference to this Section 7.02 (or any clause hereof));

(i)    obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract; provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view,” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

97

(j)    [reserved];

(k)    Guarantees with respect to Indebtedness of any Loan Party permitted under this Section 7.02; provided, that, if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(l)    Indebtedness under Secured Cash Management Agreements;

(m)    to the extent constituting Indebtedness, Permitted Disqualified Capital Stock;

(n)    to the extent constituting Indebtedness, Guarantees permitted pursuant to Section 7.03(k) or Section 7.03(l);

(o)    other secured Indebtedness not permitted by any of the foregoing clauses of this Section 7.02, in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $35,000,000, and (ii) an amount equal to ten percent (10%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b); and

(p)    other unsecured Indebtedness not permitted by any of the foregoing clauses of this Section 7.02; provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom, and (ii) upon giving Pro Forma Effect to such Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b).

Notwithstanding anything in this Section 7.02 to the contrary, Subsidiaries that are not Loan Parties may not incur Indebtedness for borrowed money under this Section 7.02 (other than pursuant to Section 7.02(h)) in an aggregate principal amount at any time outstanding in excess of the greater of (i) $15,000,000, and (ii) an amount equal to five percent (5%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b).

7.03    Investments.

Make or hold any Investments, except:

(a)    Investments existing as of the Second Amendment Effective Date and set forth on Schedule 7.03;

(b)    (i) Investments owned as of the Second Amendment Effective Date in any Subsidiary of the Company, and (ii) Investments made after the Second Amendment Effective Date in any Person that is a Loan Party prior to giving effect to such Investment (including, for the avoidance of doubt, Guarantees by a Loan Party of the obligations of another Loan Party);

(c)    Investments made after the Second Amendment Effective Date by Loan Parties in Subsidiaries that are not Loan Parties and joint ventures of the Company and its Subsidiaries, in an aggregate principal amount not to exceed at any one time outstanding the greater of (i) $85,000,000, and (ii) an amount equal to twenty-five percent (25%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b);

(d)    Investments in cash and Cash Equivalents;

(e)    Investments by any Subsidiary of the Company that is not a Loan Party in any other Subsidiary of the Company that is not a Loan Party;

98

(f)    [reserved];

(g)    loans and advances to employees of the Company or any of its Subsidiaries made in the ordinary course of business in compliance with applicable requirements of Law (including Section 402 of the Sarbanes-Oxley Act) in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;

(h)    Guarantees permitted by Section 7.02 (other than by reference to this Section 7.03 (or any clause hereof));

(i)    Permitted Acquisitions;

(j)    (i) Investments in securities of trade creditors or customers received in connection with the settlement of debts, the satisfaction of judgments, settlements, compromises or resolutions of litigation, arbitration or other disputes, upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Company or any of its Subsidiaries;

(k)    Guarantees of (i) reasonable indemnity obligations of Subsidiaries in connection with any Disposition of assets by such Subsidiaries permitted under this Agreement or any contribution of assets to a Subsidiary pursuant to an Investment permitted by Section 7.03 and (ii) obligations of Subsidiaries under operating leases (in the case of each of clauses (i) and (ii), other than such obligations of Subsidiaries constituting Indebtedness);

(l)    Guarantees of obligations of non-Wholly Owned Subsidiaries to repurchase Permitted Disqualified Capital Stock;

(m)    any other Investment not permitted by any of the foregoing clauses of this Section 7.03; provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the time of such Investment or would result therefrom, and (ii) upon giving Pro Forma Effect to such Investment, the Consolidated Leverage Ratio would not exceed 2.75 to 1.0; and

(n)    other Investments not permitted by any of the foregoing clauses of this Section 7.03, in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $50,000,000, and (ii) an amount equal to fifteen percent (15%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) (in any case, net of amounts realized in respect of such Investments upon the sale, collection or return of capital (not to exceed the original amount invested)).

7.04    Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14: (a) the Company may merge or consolidate with any of its Subsidiaries (other than Amedisys Holding) provided, that, the Company shall be the continuing or surviving Person; (b) Amedisys Holding may merge or consolidate with any of its Subsidiaries provided, that, Amedisys Holding shall be the continuing or surviving Person; (c) any Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower; (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party so long as such Loan Party shall be the continuing or surviving Person; (e) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; (f) any Subsidiary (other than Amedisys Holding) may dissolve, liquidate or wind up its affairs at any time; provided, that, (i) such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and (ii) the Lien on and security interest in any property of such Subsidiary granted or to be granted in favor of the Secured Parties under the Collateral Documents shall be maintained or created in accordance with the provisions of Section 6.14 or Section 6.15, as applicable; (g) any Loan Party (other than a Borrower) may transfer all or substantially all of its assets to a Subsidiary that is not a Loan Party to effectuate an Investment permitted by Section 7.03(c) (so long as such transfer is

99

permitted by Section 7.05); and (h) so long as no Event of Default shall have occurred and be continuing or would result therefrom, any Subsidiary (other than Amedisys Holding) may change its legal form if the Company determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens on the Collateral, a reaffirmation by each Loan Party of its continued obligations under this Agreement and the other Loan Documents, continued compliance by the Loan Parties with Section 6.13 and Section 6.14 and satisfaction of customary PATRIOT Act and Beneficial Ownership Regulation requirements).

7.05    Dispositions.

Make any Disposition unless (a) the assets are sold for fair market value (to the extent the value is greater than $10,000,000 as determined in good faith by the Board of Directors of the Company), (b) at least seventy percent (70%) of the aggregate consideration for such Disposition is received in cash or Cash Equivalents, (c) no Default or Event of Default exists or would result from such Disposition, and (d) the aggregate net book value of all assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries shall not exceed (i) in any fiscal year of the Company, the greater of (A) $25,000,000, and (B) an amount equal to seven and a half percent (7.5%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b) and (ii) during the term of this Agreement, the greater of (A) $100,000,000, and (B) an amount equal to thirty percent (30%) of Consolidated EBITDA as of the most recent fiscal quarter end for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or (b).

7.06    Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)    each Subsidiary may make Restricted Payments (i) to any Loan Party or (ii) to any Subsidiary that is not a Loan Party that owns Equity Interests in such Subsidiary (and, in the case of Restricted Payments by a non-Wholly Owned Subsidiary, to the Company and any such other Subsidiary and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests); and

(b)    the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Capital Stock of such Person;

(c)    the Company may make any other Restricted Payment; provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or would result therefrom, and (ii) upon giving Pro Forma Effect to such Restricted Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.0.

7.07    Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

7.08    Transactions with Affiliates.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.06, (d) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements, (e) transactions pursuant to agreements or plans in existence on the Second Amendment Effective Date and set forth on Schedule 7.08, and (f) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

100

7.09    Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation that (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligations owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (i) through (v) above) for (1) this Agreement and the other Loan Documents, (2) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale, (3) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Company, (4) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and (5) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business relating to the assets and Equity Interests of such joint venture, or (b) requires the grant of any security for any obligation if such property is given as security for the Secured Obligations.

7.10    Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11    Financial Covenants.

(a)    Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 3.50 to 1.0; provided, that, for each of the four (4) Measurement Periods immediately following a Qualified Acquisition (such period of increase, the “Leverage Increase Period”), the ratio set forth above shall be increased to 4.00 to 1.0; provided, further, that, (A) for at least one (1) fiscal quarter immediately following each Leverage Increase Period, the Consolidated Leverage Ratio as of the end of such fiscal quarter shall not be greater than 3.50 to 1.0 prior to giving effect to another Leverage Increase Period pursuant to the immediately preceding proviso and (B) the Leverage Increase Period shall only apply with respect to the calculation of the Consolidated Leverage Ratio for purposes of determining compliance with this Section 7.11(a) as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company and for purposes of any Qualified Acquisition Pro Forma Determination.

(b)    Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be less than 3.00 to 1.0.

7.12    Amendments of Organization Documents; Fiscal Year; Legal Name, State of Organization; Form of Entity and Accounting Changes.

(a)    Terminate, amend or modify any of its Organization Documents (including (i) by the filing or modification of any certificate of designation and (ii) any election to treat any Pledged Shares (as defined in the Pledge Agreement) as a “security” under Section 8-103 of the UCC other than concurrently with the delivery of certificates representing such Pledged Shares to the Administrative Agent) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments or modifications or such new agreements which are not adverse in any material respect to the interests of the Lenders.

(b)    Change its fiscal year.

101

(c)    Change its name, state of organization, form of organization or principal place of business; provided, that, such changes may be made so long as written notice of such change is provided to the Administrative Agent within fifteen (15) Business Days (or such longer period as the Administrative Agent shall accept in its sole discretion) thereafter.

(d)    Permit any Domestic Subsidiary that is not a C-corporation that does not hold Equity Interests of a CFC on the Closing Date to hold Equity Interests of a CFC.

(e)    Permit Amedisys Holding to fail be a Wholly Owned Subsidiary of the Company.

(f)    Make any change in accounting policies or reporting practices, except as required by GAAP.

7.13    Sale and Leaseback Transactions.

Enter into any Sale and Leaseback Transaction.

7.14    Prepayments, Etc. of Junior Debt.

Make any payment or prepayment of principal of or redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated in right of payment to the Secured Obligations, any Indebtedness secured by Liens on the Collateral contractually junior to those created under the Collateral Documents, any unsecured Indebtedness for borrowed money or any Permitted Refinancing of any of the foregoing (collectively, “Junior Debt”), or make any payment in violation of any subordination terms applicable to any such Indebtedness (each a “Junior Debt Payment”), except that:

(a)    the Company and each Subsidiary may declare and make Junior Debt Payments payable solely in the Qualified Capital Stock of such Person; and

(b)    the Company and its Subsidiaries may make any other Junior Debt Payment; provided, that, (i) no Default or Event of Default shall have occurred and be continuing at the time of such Junior Debt Payment or would result therefrom, and (ii) upon giving Pro Forma Effect to such Junior Debt Payment, the Consolidated Leverage Ratio is less than 2.75 to 1.0.

7.15    Amendment, Etc. of Indebtedness.

Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, shorten the final maturity or Weighted Average Life to Maturity, require any payment to be made sooner than originally scheduled, increase the interest rate applicable thereto or otherwise be materially adverse to the Secured Parties.

7.16    Ownership of Subsidiaries.

Notwithstanding any other provisions of this Agreement to the contrary, (a) establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that, without such consent, the Company may (i) establish or create one or more Wholly Owned Subsidiaries of the Company that are Domestic Subsidiaries or (ii) establish, create or acquire one or more Domestic Subsidiaries in connection with an Investment permitted by Section 7.03, so long as, in each case, Sections 6.13 and 6.14 shall be complied with to the extent required by such sections; (b) permit any Loan Party or any Subsidiary to issue or have outstanding any shares of Disqualified Capital Stock (other than Permitted Disqualified Capital Stock); (c) create, incur, assume or suffer to exist any Lien on any Equity Interests of any Subsidiary of any Loan Party, except for Permitted Liens; or (d) own, directly or indirectly, any Foreign Subsidiary (other than any Foreign Subsidiary that is organized under the laws of a territory of the United States).

102

7.17    Sanctions.

Use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.

7.18    Anti-Corruption Laws.

Use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.

7.19    Specified Entities.

Permit the aggregate Net Revenues of the Specified Entities to exceed five percent (5%) of the consolidated Net Revenues of the Company and its Subsidiaries (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly Owned Subsidiaries).

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01    Events of Default.

Any of the following shall constitute an “Event of Default”:

(a)    Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b)    Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a) and (b) (with respect to the Borrowers only), 6.11, 6.13, 6.14 or Article VII; or

(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or Section 8.01(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for a period of ten (10) Business Days after the earlier of (i) notice to the Company from the Administrative Agent or the Required Lenders, and (ii) a Responsible Officer becoming aware of such default; or

(d)    Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be materially incorrect or misleading when made or deemed made; or

(e)    Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (provided, that, if

103

(and only for so long as) all such failures to pay are in the nature of a setoff against purchase price adjustments or indemnities, in each case, arising from seller financing permitted pursuant to Section 7.02 in connection with Permitted Acquisitions, then such $15,000,000 threshold amount shall be deemed to be $25,000,000), or (B) fails to observe or perform any other agreement or condition relating to any Indebtedness or Guarantee having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)    Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) days, or an order for relief is entered in any such proceeding; or

(g)    Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)    Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)    ERISA. (i) The occurrence of an ERISA Event, or (ii) any other event or condition shall occur or exist with respect to a Plan, and, such event or condition, together with all other such events or conditions, if any, has had or would reasonably be expected to have a Material Adverse Effect; or

(j)    Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any Affiliate thereof contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

104

(k)    Health Care Laws. The Company or any of its Subsidiaries shall fail to (i) comply, in any material respect, with any Health Care Law or (ii) maintain any material Governmental Authorization, material accreditation or material Government Third Party Payor Program provider number or agreement or otherwise become no longer eligible for participation in any material Government Third Party Payor Program, and, in each case, such failure will cause a Material Adverse Effect; or

(l)    Collateral Documents. Any Lien created by the Collateral Documents shall at any time fail to constitute a valid and (to the extent required by the Collateral Documents or as otherwise permitted under this Agreement) perfected Lien on any material portion of the Collateral purported to be subject thereto, securing the obligations purported to be secured thereby, with the priority required by the Loan Documents, or any Loan Party shall so assert in writing, in each case other than as a result of action or inaction of the Administrative Agent or any Lender; or

(m)    Change of Control. There occurs any Change of Control.

Without limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by the Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion) as determined in accordance with Section 11.01); and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as required hereunder in Section 11.01.

8.02    Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)    declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d)    exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity;

provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03    Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all

105

Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third held by them;

Fourth, to (a) payment of that portion of the Secured Obligations constituting accrued and unpaid principal of the Loans and L/C Borrowings, (b) payment of that portion of the Secured Obligations then owing under Secured Hedge Agreements, (c) payment of that portion of the Secured Obligations then owing under Secured Cash Management Agreements and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, Hedge Banks, Cash Management Banks and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

ADMINISTRATIVE AGENT

9.01    Appointment and Authority.

(a)    Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are

106

reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)    Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02    Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

9.03    Exculpatory Provisions.

(a)    The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arrangers, as applicable, and their Related Parties:

(i)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

107

(iii)    shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.

(b)    Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company, a Lender or the L/C Issuer.

(c)    Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04    Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05    Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

108

9.06    Resignation of Administrative Agent.

(a)    Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that, in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)    Defaulting Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)    Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (x) while the retiring or removed Administrative Agent was acting as Administrative Agent, and (y) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d)    L/C Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it

109

and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or Daily Floating LIBOR Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07    Non-Reliance on Administrative Agent, Arrangers and Other Lenders.

Each Lender and the L/C Issuer expressly acknowledges that neither the Administrative Agent nor any Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or any Arranger has disclosed material information in their (or their respective Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (a) the Loan Documents set forth the terms of a commercial lending facility, and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or the L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

9.08    No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an Arranger, a Lender or the L/C Issuer hereunder.

9.09    Administrative Agent May File Proofs of Claim; Credit Bidding.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and

110

payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and

(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided, that, any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 11.01), (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Secured Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

111

9.10    Collateral and Guaranty Matters.

Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and each of the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)    to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Required Lenders or each Lender, as applicable, in accordance with Section 11.01;

(b)    to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(h); and

(c)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11    Secured Cash Management Agreements and Secured Hedge Agreements.

Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

9.12    ERISA Matters.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a

112

Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement,

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan Document or any documents related hereto or thereto).

9.13    Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

113

ARTICLE X

CONTINUING GUARANTY

10.01    Guaranty.

Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that: (i) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (ii) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

10.02    Rights of Lenders.

Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof, (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine, and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

10.03    Certain Waivers.

Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers or any other Loan Party, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowers or any other Loan Party, (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder, (d) any right to proceed against the Borrowers or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever, (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Secured Obligations.

114

10.04    Obligations Independent.

The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not any Borrower or any other person or entity is joined as a party.

10.05    Subrogation.

No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

10.06    Termination; Reinstatement.

This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of a Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

10.07    Stay of Acceleration.

If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or a Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

10.08    Condition of Borrower.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Borrower and any other guarantor such information concerning the financial condition, business and operations of each Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of each Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

10.09    Appointment of Company.

Each of the Loan Parties hereby appoints the Company to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Company may execute such documents and provide such authorizations on behalf of such Loan Parties as the Company deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or

115

authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, the L/C Issuer or a Lender to the Company shall be deemed delivered to each Loan Party and (c) the Administrative Agent, the L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Company on behalf of each of Loan Parties.

10.10    Right of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.

10.11    Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

10.12    Additional Guarantor Waivers and Agreements.

(a)    Each Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the Borrowers or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Guarantor’s rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations, (ii) agrees that it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty, (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code, and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations.

(b)    Each Guarantor waives all rights and defenses that it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties, and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Secured Parties may collect from any Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Guarantor may have to collect from the Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

116

(c)    Each Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure.

ARTICLE XI

MISCELLANEOUS

11.01    Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no such amendment, waiver or consent shall:

(a)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(b)    postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or whose Commitments are to be reduced;

(c)    reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that, only the consent of the Required Lenders shall be necessary to amend (i) the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate, or (ii) any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(d)    change Section 2.13 or Section 8.03 or any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e)    change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder without the written consent of each Lender;

(f)    release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(g)    release, or agree to release, all or substantially all of the Guarantors, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

(h)    release a Borrower or permit a Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;

117

(i)    change or waive any provision of Article X as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the written consent of the Administrative Agent;

(j)    change the application of prepayments as among or between classes of Loans under Section 2.05(a)(i) or Section 2.05(b)(iv), without the written consent of the Required Lenders for the class of Loans that is being allocated a lesser prepayment as a result thereof (it being understood that the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between the classes of Loans, of any portion of such prepayment that is still required to be made is not changed);

(k)    change this clause (k) or the definition of “Required Revolving Lenders” without the consent of each Revolving Lender;

(l)    without the prior written consent of each Lender directly affected thereby, change Section 2.06(c) in a manner that would alter the pro rata reduction of Commitments; or

(m)    without the prior written consent of each Lender directly affected thereby, (i) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation or (ii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness or other obligation;

provided, further, that, (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

Notwithstanding anything herein to the contrary, (w) in order to implement any additional Commitments and/or any Incremental Term Facility in accordance with Section 2.02(g), this Agreement may be amended for such purpose (but solely to the extent necessary to implement such additional Commitments and/or such Incremental Term Facility in accordance with Section 2.02(g), including amendments to this Section 11.01 as may be necessary to include the Lenders providing such additional Commitments and/or such Incremental Term Facility or implement such additional Commitments and/or such Incremental Term Facility) by the Borrowers, the other Loan Parties, the Administrative Agent and the relevant Lenders providing such additional Commitments and/or providing a portion of such Incremental Term Facility, (x) if following the Closing Date, the Administrative Agent and the Borrowers shall have jointly identified an inconsistency, obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within three (3) Business Days following receipt of notice thereof, (y) this Agreement may be amended (or amended and

118

restated) with the written consent of the Required Lenders, the Administrative Agent, each Borrower, the other Loan Parties and the relevant Lenders providing such additional credit facilities (1) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders or the Required Revolving Lenders, as applicable, and (2) to change, modify or alter Section 2.13 or Section 8.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (y), and (z) the Administrative Agent and the Borrowers may make amendments contemplated by Section 3.03(c).

Notwithstanding anything herein to the contrary, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.

11.02    Notices; Effectiveness; Electronic Communications.

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)    if to any Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and

(ii)    if to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to a Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)    Electronic Communications. Notices and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that, the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, Swingline Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that, approval of such procedures may be limited to particular notices or communications.

119

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d)    Change of Address, Etc. Each Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to a Borrower or its securities for purposes of United States federal or state securities laws.

(e)    Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03    No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;

120

nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that, the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; provided, further, that, if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04    Expenses; Indemnity; Damage Waiver.

(a)    Costs and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (1) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (2) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)    Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrowers or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of

121

such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)     Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)    Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f)    Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05    Payments Set Aside.

To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the

122

proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06    Successors and Assigns.

(a)    Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided, that, in each case with respect to any Facility, any such assignment shall be subject to the following conditions:

(i)    Minimum Amounts.

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignment and Assumption) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility or any Incremental Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed);

123

provided, that, the foregoing minimum amounts shall not apply to assignments made by the Administrative Agent which are permitted pursuant to Section 9.09.

(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)    the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment, any unfunded Incremental Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan or any Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)    the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that, the processing and recordation fee shall not apply to assignments made by the Administrative Agent which are permitted pursuant to Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)    No Assignment to Certain Persons. No such assignment shall be made (A) to any Borrower or any Affiliates or Subsidiaries of any Borrower, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person).

(vi)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and

124

interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrowers (at its expense) shall execute and deliver one or more Notes, as applicable, to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)    Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or any Borrower or any Affiliate or Subsidiaries of any Borrower) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided, that, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided, that, such Participant (A) agrees to be subject to the

125

provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)    Resignation as L/C Issuer or Swingline Lender after Assignment.

(i)    Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (A) upon thirty (30) days’ notice to the Company and the Lenders, resign as an L/C Issuer and/or (B) upon thirty (30) days’ notice to the Company, resign as Swingline Lender. In the event of any such resignation as an L/C Issuer or Swingline Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that, no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as an L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by Bank of America and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

(ii)    Notwithstanding anything to the contrary contained herein, if at any time JPMorgan assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, JPMorgan may, upon

126

thirty (30) days’ notice to the Company and the Lenders, resign as an L/C Issuer. In the event of any such resignation as an L/C Issuer, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that, no failure by the Company to appoint any such successor shall affect the resignation of JPMorgan as an L/C Issuer. If JPMorgan resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by JPMorgan and outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by JPMorgan and outstanding at the time of such succession or make other arrangements satisfactory to JPMorgan to effectively assume the obligations of JPMorgan with respect to such Letters of Credit.

11.07    Treatment of Certain Information; Confidentiality.

(a)    Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors, and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.02(g) or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their respective obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder, (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders, or (C) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (viii) with the consent of the Company or to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary; provided, that, in the case of information received from the Company or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, the Arrangers and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

(b)    Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

127

(c)    Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure (it being understood that the Loan Parties or such Affiliate shall not be required to so consult with such Person (x) if such consultation is prohibited by applicable law, rule or regulation or (y) with respect to filings required to be made pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended).

(d)    Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

11.08    Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 11.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Company or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

11.09    Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

128

11.10    Integration; Effectiveness.

This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

11.11    Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12    Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13    Replacement of Lenders.

(a)    If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that:

(i)    the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(ii)    such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts);

(iii)    in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)    such assignment does not conflict with applicable Laws; and

129

(v)    in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(b)    A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

(c)    Each party hereto agrees that (i) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that, any such documents shall be without recourse to or warranty by the parties thereto.

(d)    Notwithstanding anything in this Section 11.13 to the contrary, (A) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to the L/C Issuer or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

11.14    Governing Law; Jurisdiction; Etc.

(a)    GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)    SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

130

(c)    WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15    Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16    Subordination.

Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under the Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that, in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.

11.17    No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arrangers and the Lenders are arm’s-length commercial transactions between each Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates (including BofA Securities) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (ii) the Borrowers and the other Loan Parties have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrowers and each other Loan Party are capable of evaluating, and understands and accepts, the terms, risks and conditions of

131

the transactions contemplated hereby and by the other Loan Documents, (b) (i) the Administrative Agent and its Affiliates (including BofA Securities) and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any of its Affiliates (including BofA Securities) nor any Lender has any obligation to any Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, and (c) the Administrative Agent and its Affiliates (including BofA Securities) and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including BofA Securities) nor any Lender has any obligation to disclose any of such interests to any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including BofA Securities) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

11.18    Electronic Execution; Electronic Records; Counterparts.

This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Each Lender Party may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (each, an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, none of the Administrative Agent, the L/C Issuer, or the Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent, the L/C Issuer and/or the Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the other Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Party without further verification, and (b) upon the request of the Administrative Agent or any Lender Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.

None of the Administrative Agent, the L/C Issuer, or the Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the L/C Issuer’s or the Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, the L/C Issuer and the Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Each of the Loan Parties and each Lender Party hereby waives (a) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies

132

of this Agreement or such other Loan Document, and (b) waives any claim against each Lender Party and each Related Party thereof for any liabilities arising solely from such Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement and any other Communication through electronic means and there are no restrictions on doing so in that party’s constitutive documents.

11.19    USA PATRIOT Act Notice.

Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrowers and the Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

11.20    Concerning Joint and Several Liability.

(a)    Each of the Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them.

(b)    Each of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them.

(c)    If and to the extent that a Borrower shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such obligation.

(d)    The obligations of each Borrower under the provisions of this Section 11.20 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(e)    Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the Secured Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Secured Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders in respect of any of the Secured Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or

133

times, of any security for any of such Secured Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or any failure to act on the part of the Administrative Agent or the Lenders, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 11.20, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.20, it being the intention of each Borrower that, so long as any of the Secured Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 11.20 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under this Section 11.20 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower or the Lenders. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or the Lenders.

(f)    The provisions of this Section 11.20 are made for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefore may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Secured Obligations or to elect any other remedy. The provisions of this Section 11.20 shall remain in effect until the Facility Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Secured Obligations, is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section 11.20 will forthwith be reinstated and in effect as though such payment had not been made.

(g)    Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts or Cash Management Agreements, the obligations of each Borrower hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable Debtor Relief Law.

11.21    ENTIRE AGREEMENT.

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

11.22    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

134

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.23    Amendment and Restatement.

The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Secured Obligations and are hereby reaffirmed. On the Closing Date, (i) the Loan Parties shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement.

11.24    Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

135

[SIGNATURE PAGES OMITTED]

136

EXHIBIT D

[Form of] Incremental Term Note

[            ,         ]

FOR VALUE RECEIVED, the undersigned ([the][each, a] “Borrower” [and, collectively, the “Borrowers”]), hereby [jointly and severally] promise[s] to pay to [                    ] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Incremental Term Loan from time to time made by the Lender to [one or both of] the Borrower[s] under that certain Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower[s], [Amedisys, Inc., a Delaware corporation][Amedisys Holding, L.L.C., a Louisiana limited liability company], the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

[Each][The] Borrower [jointly and severally] promises to pay interest on the unpaid principal amount of each Incremental Term Loan from the date of such Incremental Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Incremental Term Note is one of the Incremental Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Incremental Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Incremental Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Incremental Term Note and endorse thereon the date, amount and maturity of its Incremental Term Loans and payments with respect thereto.

[Each][The] Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Incremental Term Note.

THIS INCREMENTAL TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, [each][the] Borrower has caused this Incremental Term Note to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[AMEDISYS, INC.,

a Delaware corporation

By:

Name:

Title:]

[AMEDISYS HOLDING, L.L.C.,

a Louisiana limited liability company

By:

Name:

Title:]

EXHIBIT H

[Form of] Revolving Note

[            ,         ]

FOR VALUE RECEIVED, the undersigned (each, a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally promise to pay to [                    ] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to one or more of the Borrowers under that certain Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers, the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

The Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.04(f) of the Credit Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note.

THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Borrower has caused this Revolving Note to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

AMEDISYS, INC.,

a Delaware corporation

By:

Name:

Title:

AMEDISYS HOLDING, L.L.C.,

a Louisiana limited liability company

By:

Name:

Title:

EXHIBIT M

[Form of] Term Note

[            ,         ]

FOR VALUE RECEIVED, the undersigned (the “Company”), hereby promises to pay to [                    ] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Company under that certain Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Company, Amedisys Holding, L.L.C., a Louisiana limited liability company, the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

The Company promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender to the Company from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Term Note is one of the Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loan made by the Lender to the Company shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of the Term Loan made by the Lender to the Company and payments with respect thereto.

The Company, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.

THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Company has caused this Term Note to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

AMEDISYS, INC.,

a Delaware corporation

By:

Name:

Title:

EX-99.1

Exhibit 99.1

AMEDISYS REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS, CLOSING OF CONTESSA ACQUISITION, EXPANSION OF CREDIT FACILITY AND AUTHORIZATION OF NEW $100 MILLION SHARE REPURCHASE PROGRAM

BATON ROUGE, Louisiana (August 4, 2021) — Amedisys, Inc. (NASDAQ: AMED) today reported its financial results for the three and six-month periods ended June 30, 2021.

Three-Month Periods Ended June 30, 2021 and 2020

• Net service revenue increased $79.2 million to $564.2 million compared to $485.0 million in 2020.

• Net income attributable to Amedisys, Inc. of $80.1 million compared to $34.7 million in 2020.

• Net income attributable to Amedisys, Inc. per diluted share of $2.43 compared to $1.04 in 2020.

Adjusted Quarterly Results*

• Adjusted EBITDA of $83.8 million compared to $66.4 million in 2020.

• Adjusted net service revenue of $557.6 million compared to $485.0 million in 2020.

• Adjusted net income attributable to Amedisys, Inc. of $55.7 million compared to $44.5 million in 2020.

• Adjusted net income attributable to Amedisys, Inc. per diluted share of $1.69 compared to $1.34 in 2020.

Six-Month Periods Ended June 30, 2021 and 2020

• Net service revenue increased $124.6 million to $1,101.3 million compared to $976.7 million in 2020.

• Net income attributable to Amedisys, Inc. of $130.0 million compared to $66.5 million in 2020.

• Net income attributable to Amedisys, Inc. per diluted share of $3.93 compared to $2.00 in 2020.

Adjusted Year to Date Results*

• Adjusted EBITDA of $162.4 million compared to $119.7 million in 2020.

• Adjusted net service revenue of $1,094.8 million compared to $976.7 million in 2020.

• Adjusted net income attributable to Amedisys, Inc. of $106.9 million compared to $79.3 million in 2020.

• Adjusted net income attributable to Amedisys, Inc. per diluted share of $3.23 compared to $2.39 in 2020.

* See pages 4 and 16—18 for the definition and reconciliations of non-GAAP financial measures to GAAP measures.

1

Contessa Acquisition

On August 1, 2021, we closed on our previously announced acquisition of Contessa Health (“Contessa”), a leader in hospital-at-home and skilled nursing facility (“SNF”) at-home services. With the addition of Contessa’s risk-based model and claims analytics capabilities, we will be able to bring the essential elements of inpatient hospital and SNF care to patients’ homes, allowing us to become a risk-bearing, home-based care delivery organization, expanding well beyond traditional Home Health and Hospice. Contessa will operate as a wholly owned division of Amedisys and will be reported as a separate operating segment in our future filings.

Updated 2021 Guidance

While our performance in the first half of 2021 has produced strong EBITDA and expanded margins, our Hospice segment is behind in both admission and average daily census growth. The COVID-19 pandemic has put pressure on our ability to hire and retain business development employees at a level needed to achieve our internal growth targets. Throughout 2020 and into 2021, we have been mindful of our need to deliver results, and we have a history of managing our costs. However, with our recent acquisition activity, we believe that there is a significant opportunity to grow our Hospice segment which has required us to invest in leadership and continue to hire clinical employees to support this future growth. Accordingly, and given that our Hospice growth disruption has been isolated to turnover and hiring and is not a systemic issue, we are committed to staffing our Hospice segment for this growth opportunity despite the impact to near term margins.

COVID-19 has impacted the operating metrics typically used to forecast both growth and cost assumptions for both core Amedisys and Contessa. We are basing our guidance on our current operating environment. COVID-19 continues to evolve in both the disease itself as well as disruptions to the healthcare systems and the economy. Any future regulations or government interventions, spike in clinicians and business development staff on quarantine, reduction in elective procedures, change in patient behavior and further decline in senior living occupancy could impact our ability to achieve this guidance.

Based upon the above discussion, our updated 2021 guidance for our core business (excluding any acquisitions closed subsequent to June 30, 2021) is as follows:

• Adjusted net service revenue is anticipated to be in the range of $2.230 billion to $2.245 billion.

• Adjusted EBITDA is anticipated to be in the range of $315 million to $320 million.

• Adjusted diluted earnings per share is anticipated to be in the range of $6.37 to $6.49 based on an estimated 33.1 million shares outstanding.

Our updated 2021 guidance including all acquisition activity closed as of August 4, 2021 is as follows:

• Adjusted net service revenue is anticipated to be in the range of $2.241 billion to $2.259 billion.

• Adjusted EBITDA is anticipated to be in the range of $301 million to $308 million.

• Adjusted diluted earnings per share is anticipated to be in the range of $6.03 to $6.18 based on an estimated 33.1 million shares outstanding.

This guidance excludes the effects of any future acquisitions, if any are made.

Expansion of Credit Facility

On July 30, 2021, we entered into the Second Amendment to our Credit Agreement (as amended by the Second Amendment, the “Second Amended Credit Agreement”). The Second Amended Credit Agreement provides for a senior secured credit facility in an initial aggregate principal amount of up to $1.0 billion, which includes a $550.0 million Revolving Credit Facility under the Second Amended Credit Agreement, and a term loan facility with a principal amount of up to $450.0 million (the “Amended Term Loan Facility” and collectively with the Revolving Credit Facility, the “Amended Credit Facility”).

Proceeds from the $450.0 million Amended Term Loan Facility were used to pay off the outstanding Term Loan principal balance as of July 30, 2021, as well as to fund 100% of the Contessa acquisition.

2

Share Repurchase Program

We also announced today that our Board of Directors authorized a share repurchase program, under which we may repurchase up to $100 million of our outstanding common stock through December 31, 2022, to commence upon the completion of the Company’s existing $100 million share repurchase program, approved by our Board of Directors on December 17, 2020 (the “Existing Share Repurchase Program”). Repurchases may be made under the Existing Share Repurchase Program through December 31, 2021.

Paul B. Kusserow, Chairman and Chief Executive Officer stated, “The second quarter of 2021 was an eventful quarter for Amedisys. In our core business, Home Health continued its very strong performance while the lingering and prolonged effect of COVID-19 continued to impact our Hospice business’ ability to grow at previously projected rates. We have identified the issues which are two-fold, business development staff recruitment and retention, and have implemented plans to accelerate performance in the second half of the year. That said, we have revised our full year guidance to reflect these impacts.

I am also very excited about the closing of the Contessa acquisition. Contessa’s industry leading Hospital at Home and SNF at Home platform, along with their advanced Medicare Advantage claims analytics, underwriting capabilities and risk-taking experience, combined with our nationwide, highest quality, Home Health and Hospice platform creates a truly differentiated, tech-enabled, risk-taking, higher-acuity, home-based care delivery asset—one that materially differentiates Amedisys and positions us differently with Medicare Advantage plans. I’d like to welcome all of the Contessa employees to the Amedisys family.

We also have expanded our credit facility giving us access to $1 billion via a term loan and revolver. This should strongly indicate our appetite to do additional Home Health and Hospice acquisitions.

Finally, our Board of Directors has authorized an additional $100 million stock buy-back program that we will deploy opportunistically. It makes sense to have this tool available as part of our capital deployment strategy and again, does not prevent us from doing any deals we currently have in the pipeline.

I’d like to take a moment to thank all of the nearly 21,000 Amedisys employees for their continued dedication, efforts and tireless work throughout this quarter and the entirety of the pandemic. It is humbling to see the incredible care you provide to your patients wherever they call home and makes me proud to work for such a service and quality driven organization.”

We urge caution in considering the current trends and 2021 guidance disclosed in this press release. The home health, hospice and personal care industries are highly competitive and subject to intensive regulations, and trends are subject to numerous factors, risks, and uncertainties, some of which are referenced in the cautionary language below and others that are described more fully in our reports filed with the Securities and Exchange Commission (“SEC”) including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, subsequent Quarterly Reports on Form 10-Q, and current reports on Form 8-K which can be found on the SEC’s internet website, http://www.sec.gov, and our internet website, http://www.amedisys.com.

Earnings Call and Webcast Information

Amedisys will host a conference call on Thursday, August 5, 2021, at 11:00 a.m. ET to discuss its second quarter results. To participate on the conference call, please call before 11:00 a.m. ET to either (877) 524-8416 (Toll-Free) or (412) 902-1028 (Toll). A replay of the conference call will be available through September 5, 2021 by dialing (877) 660-6853 (Toll-Free) or (201) 612-7415 (Toll) and entering conference ID #13721553.

A live webcast of the call will be accessible through our website on our Investor Relations section at the following web address: http://investors.amedisys.com.

3

Non-GAAP Financial Measures

This press release includes reconciliations of the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”) to non-GAAP financial measures. The non-GAAP financial measures as defined under SEC rules are as follows: (1) adjusted EBITDA, defined as net income attributable to Amedisys, Inc. before net interest expense, provision for income taxes and depreciation and amortization, excluding certain items; (2) adjusted net service revenue, defined as net service revenue excluding certain items; (3) adjusted other operating income, defined as other operating income excluding certain items; (4) adjusted net income attributable to Amedisys, Inc., defined as net income attributable to Amedisys, Inc. excluding certain items; and (5) adjusted net income attributable to Amedisys, Inc. per diluted share, defined as net income attributable to Amedisys, Inc. common stockholders per diluted share excluding certain items. Management believes that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, are useful gauges of our current performance and are also included in internal management reporting. These non-GAAP financial measures should be considered in addition to, and not more meaningful than or as an alternative to the GAAP financial measures presented in this earnings release and the company’s financial statements. Non-GAAP measures as presented herein may not be comparable to similarly titled measures reported by other companies since not all companies calculate these non-GAAP measures consistently.

Additional Information

Amedisys, Inc. (the “Company”) is a leading healthcare at home company delivering personalized home health, hospice and personal care. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based personal care; recovery and rehabilitation after an operation or injury; care focused on empowering our patients to manage a chronic disease; or hospice care at the end of life. More than 2,900 hospitals and 78,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Founded in 1982, headquartered in Baton Rouge, LA with an executive office in Nashville, TN, Amedisys is a publicly held company. With approximately 21,000 employees in 514 care centers within 39 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 418,000 patients and clients in need every year. For more information about the Company, please visit: www.amedisys.com.

We use our website as a channel of distribution for important company information. Important information, including press releases, investor presentations and financial information regarding our company, is routinely posted on and accessible on the Investor Relations subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations subpage of our website.

Forward-Looking Statements

When included in this press release, words like “believes,” “belief,” “expects,” “strategy,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “could,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: the impact of the novel coronavirus pandemic (“COVID-19”), including the measures that have been and may be taken by governmental authorities to mitigate it, on our business, financial condition and results of operations, changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis, changes in Medicare and other medical payment levels, our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively, competition in the healthcare industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to consistently provide high-quality care, our ability to attract and retain qualified personnel, our ability to keep our patients and employees safe, changes in payments and covered services by federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, widespread protests or civil unrest, our ability to integrate, manage and keep our information systems secure, our ability to realize the anticipated benefits of acquisitions, changes in law or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.

4

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.

Contact:	Investor Contact:	Media Contact:
	Amedisys, Inc.	Amedisys, Inc.
	Nick Muscato	Kendra Kimmons
	Senior Vice President, Finance	Vice President, Marketing & Communications
	(855) 259-2046	(225) 299-3720
	IR@amedisys.com	kendra.kimmons@amedisys.com

5

AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	For the Three-Month Periods Ended June 30,						For the Six-Month Periods Ended June 30,
	2021			2020			2021			2020
Net service revenue	$	564,166		$	485,059		$	1,101,310		$	976,744
Other operating income		4,603			22,780			13,304			22,780
Cost of service, excluding depreciation and amortization		308,691			295,228			605,894			580,965
General and administrative expenses:
Salaries and benefits		114,335			105,617			230,160			207,183
Non-cash compensation		6,156			6,725			13,463			12,634
Other		54,731			44,003			103,837			93,268
Depreciation and amortization		6,721			6,334			14,276			11,672
Operating expenses		490,634			457,907			967,630			905,722
Operating income		78,135			49,932			146,984			93,802
Other income (expense):
Interest income		25			214			49			227
Interest expense		(1,932	)		(2,752	)		(4,004	)		(5,983	)
Equity in earnings from equity method investments		1,370			487			2,488			964
Gain (loss) on equity method investments		31,092			(2,980	)		31,092			(2,980	)
Miscellaneous, net		475			277			763			540
Total other income (expense), net		31,030			(4,754	)		30,388			(7,232	)
Income before income taxes		109,165			45,178			177,372			86,570
Income tax expense		(28,546	)		(10,031	)		(46,461	)		(19,377	)
Net income		80,619			35,147			130,911			67,193
Net income attributable to noncontrolling interests		(470	)		(473	)		(892	)		(717	)
Net income attributable to Amedisys, Inc.	$	80,149		$	34,674		$	130,019		$	66,476
Basic earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders	$	2.46		$	1.07		$	3.98		$	2.05
Weighted average shares outstanding		32,588			32,412			32,684			32,371
Diluted earnings per common share:
Net income attributable to Amedisys, Inc. common stockholders	$	2.43		$	1.04		$	3.93		$	2.00
Weighted average shares outstanding		32,981			33,285			33,085			33,259

6

AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	June 30, 2021 (unaudited)			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	91,646		$	81,808
Restricted cash		1,000			1,549
Patient accounts receivable		278,216			255,145
Prepaid expenses		11,979			10,217
Other current assets		8,124			13,265
Total current assets		390,965			361,984
Property and equipment, net of accumulated depreciation of $98,552 and $95,024		20,986			23,719
Operating lease right of use assets		95,034			93,440
Goodwill		936,772			932,685
Intangible assets, net of accumulated amortization of $15,842 and $22,973		66,432			74,183
Deferred income taxes		25,271			47,987
Other assets		64,103			33,200
Total assets	$	1,599,563		$	1,567,198
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	36,668		$	42,674
Payroll and employee benefits		147,017			146,929
Accrued expenses		166,157			166,192
Provider relief fund advance		58,328			60,000
Current portion of long-term obligations		10,160			10,496
Current portion of operating lease liabilities		30,893			30,046
Total current liabilities		449,223			456,337
Long-term obligations, less current portion		179,415			204,511
Operating lease liabilities, less current portion		63,152			61,987
Other long-term obligations		31,886			33,622
Total liabilities		723,676			756,457
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.001 par value, 60,000,000 shares authorized; 37,553,355 and 37,470,212 shares issued; and 32,576,829 and 32,814,278 shares outstanding		38			38
Additional paid-in capital		714,334			698,287
Treasury stock, at cost 4,976,526 and 4,655,934 shares of common stock		(400,110	)		(319,092	)
Retained earnings		560,010			429,991
Total Amedisys, Inc. stockholders’ equity		874,272			809,224
Noncontrolling interests		1,615			1,517
Total equity		875,887			810,741
Total liabilities and equity	$	1,599,563		$	1,567,198

7

AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND DAYS REVENUE OUTSTANDING

(Amounts in thousands, except statistical information)

(Unaudited)

	For the Three-Month Periods Ended June 30,						For the Six-Month Periods Ended June 30,
	2021			2020			2021			2020
Cash Flows from Operating Activities:
Net income	$	80,619		$	35,147		$	130,911		$	67,193
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,721			6,334			14,276			11,672
Non-cash compensation		6,156			6,725			13,463			12,634
Amortization and impairment of operating lease right of use assets		9,852			9,500			19,702			18,558
(Gain) loss on disposal of property and equipment		(6	)		(149	)		8			(94	)
(Gain) loss on equity method investments		(31,092	)		2,980			(31,092	)		2,980
Write-off of other comprehensive income		—			—			—			(15	)
Deferred income taxes		15,305			(5,264	)		22,716			(4,036	)
Equity in earnings from equity method investments		(1,370	)		(487	)		(2,488	)		(964	)
Amortization of deferred debt issuance costs/debt discount		216			217			432			437
Return on equity method investments		1,183			375			2,683			2,744
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable		(2,339	)		34,456			(22,787	)		8,997
Other current assets		6,434			2,287			3,560			(3,469	)
Other assets		63			(1,092	)		(52	)		(675	)
Accounts payable		(3,156	)		(3,779	)		(6,530	)		(6,452	)
Accrued expenses		(9,997	)		38,326			(1,627	)		27,990
Other long-term obligations		(928	)		17,686			(1,736	)		20,746
Operating lease liabilities		(8,941	)		(8,233	)		(17,955	)		(16,365	)
Operating lease right of use assets		(762	)		(1,107	)		(1,524	)		(1,924	)
Net cash provided by operating activities		67,958			133,922			121,960			139,957
Cash Flows from Investing Activities:
Proceeds from sale of deferred compensation plan assets		6			5			25			21
Proceeds from sale of property and equipment		—			68			42			80
Purchases of property and equipment		(1,325	)		(267	)		(2,943	)		(1,701	)
Investments in equity method investees		—			(875	)		—			(875	)
Proceeds from sale of equity method investment		—			17,876			—			17,876
Acquisitions of businesses, net of cash acquired		(2,503	)		(230,374	)		(2,503	)		(299,723	)
Net cash used in investing activities		(3,822	)		(213,567	)		(5,379	)		(284,322	)
Cash Flows from Financing Activities:
Proceeds from issuance of stock upon exercise of stock options		259			1,763			623			2,947
Proceeds from issuance of stock to employee stock purchase plan		913			826			1,961			1,686
Shares withheld to pay taxes on non-cash compensation		(170	)		(2,334	)		(6,944	)		(6,384	)
Noncontrolling interest distribution		(276	)		(12	)		(794	)		(372	)
Proceeds from borrowings under revolving line of credit		174,000			237,000			389,200			424,500
Repayments of borrowings under revolving line of credit		(224,000	)		(222,000	)		(410,200	)		(259,500	)
Principal payments of long-term obligations		(2,700	)		(3,083	)		(5,392	)		(4,675	)
Purchase of company stock		(1,188	)		—			(74,074	)		—
Provider relief fund advance		3,328			70,000			(1,672	)		70,000
Net cash (used in) provided by financing activities		(49,834	)		82,160			(107,292	)		228,202
Net increase in cash, cash equivalents and restricted cash		14,302			2,515			9,289			83,837
Cash, cash equivalents and restricted cash at beginning of period		78,344			177,812			83,357			96,490
Cash, cash equivalents and restricted cash at end of period	$	92,646		$	180,327		$	92,646		$	180,327

8

	For the Three-Month Periods Ended June 30,				For the Six-Month Periods Ended June 30,
	2021		2020		2021		2020
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	903	$	1,537	$	1,914	$	3,292
Cash paid for income taxes, net of refunds received	$	7,696	$	2,881	$	8,667	$	8,153
Cash paid for operating lease liabilities	$	9,703	$	9,340	$	19,479	$	18,289
Cash paid for finance lease liabilities	$	514	$	487	$	1,017	$	986
Supplemental Disclosures of Non-Cash Activity:
Right of use assets obtained in exchange for operating lease liabilities	$	10,141	$	12,454	$	20,689	$	18,891
Right of use assets obtained in exchange for finance lease liabilities	$	350	$	233	$	527	$	487
Reductions to right of use assets resulting from reductions to operating lease liabilities	$	625	$	248	$	904	$	407
Days revenue outstanding (1)		42.7		42.0		42.7		42.0

(1) Our calculation of days revenue outstanding, net is derived by dividing our ending patient accounts receivable at June 30, 2021 and 2020 by our average daily net patient service revenue for the three-month periods ended June 30, 2021 and 2020, respectively.

9

AMEDISYS, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Amounts in millions, except statistical information)

(Unaudited)

Segment Information—Home Health

	For the Three-Month Periods Ended June 30,
	2021			2020
Financial Information (in millions):
Medicare	$	234.8		$	192.9
Non-Medicare		114.5			97.3
Net service revenue		349.3			290.2
Other operating income		2.3			15.1
Cost of service		190.4			184.0
Gross margin		161.2			121.3
Other operating expenses		82.5			73.1
Operating income	$	78.7		$	48.2
Same Store Growth (1):
Medicare revenue		22	%		(12	%)
Non-Medicare revenue		18	%		(2	%)
Total admissions		20	%		(9	%)
Total volume (2) (6)		12	%		(3	%)
Key Statistical Data—Total (3):
Admissions		89,371			74,327
Recertifications (6)		46,014			46,758
Total volume (6)		135,385			121,085
Medicare completed episodes		79,188			68,660
Average Medicare revenue per completed episode (4)	$	2,986		$	2,818
Medicare visits per completed episode (5)		14.2			15.4
Visiting Clinician Cost per Visit	$	91.24		$	93.17
Clinical Manager Cost per Visit	$	9.31		$	9.42
Total Cost per Visit	$	100.55		$	102.59
Visits		1,894,006			1,793,652

10

	For the Six-Month Periods Ended June 30,
	2021			2020
Financial Information (in millions):
Medicare	$	456.2		$	396.8
Non-Medicare		221.7			197.0
Net service revenue		677.9			593.8
Other operating income		7.3			15.1
Cost of service		373.4			363.8
Gross margin		311.8			245.1
Other operating expenses		163.6			149.8
Operating income	$	148.2		$	95.3
Same Store Growth (1):
Medicare revenue		15	%		(8	%)
Non-Medicare revenue		13	%		—	%
Total admissions		12	%		(3	%)
Total volume (2)		9	%		(1	%)
Key Statistical Data—Total (3):
Admissions		179,201			160,302
Recertifications (6)		89,825			86,625
Total volume (6)		269,026			246,927
Medicare completed episodes		154,520			144,296
Average Medicare revenue per completed episode (4)	$	2,959		$	2,774
Medicare visits per completed episode (5)		14.1			15.6
Visiting Clinician Cost per Visit	$	90.79		$	88.41
Clinical Manager Cost per Visit	$	9.40		$	9.19
Total Cost per Visit	$	100.19		$	97.60
Visits		3,726,918			3,727,097

(1) Same store information represents the percent change in our Medicare, Non-Medicare and Total revenue, admissions or volume for the period as a percent of the Medicare, Non-Medicare and Total revenue, admissions or volume of the prior period. Same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.

(2) Total volume includes all admissions and recertifications.

(3) Total includes acquisitions, start-ups and denovos.

(4) Average Medicare revenue per completed episode is the average Medicare revenue earned for each Medicare completed episode of care. Average Medicare revenue per completed episode reflects the transition to PDGM effective January 1, 2020 and the suspension of sequestration effective May 1, 2020.

(5) Medicare visits per completed episode are the home health Medicare visits on completed episodes divided by the home health Medicare episodes completed during the period.

(6) Prior year amounts have been recast to conform to the current year calculation.

11

Segment Information - Hospice

	For the Three-Month Periods Ended June 30,
	2021			2020
Financial Information (in millions):
Medicare	$	186.9		$	167.0
Non-Medicare		11.0			10.1
Net service revenue		197.9			177.1
Other operating income		2.3			7.2
Cost of service		105.2			97.2
Gross margin		95.0			87.1
Other operating expenses		49.1			41.4
Operating income	$	45.9		$	45.7
Same Store Growth (1):
Medicare revenue		2	%		4	%
Hospice admissions		2	%		(1	%)
Average daily census		(3	%)		—	%
Key Statistical Data - Total (2):
Hospice admissions		12,675			11,411
Average daily census		13,254			12,513
Revenue per day, net	$	164.10		$	155.51
Cost of service per day	$	87.17		$	85.34
Average discharge length of stay		97			94

12

	For the Six-Month Periods Ended June 30,
	2021			2020
Financial Information (in millions):
Medicare	$	368.4		$	327.5
Non-Medicare		21.0			19.0
Net service revenue		389.4			346.5
Other operating income		6.0			7.2
Cost of service		206.8			189.0
Gross margin		188.6			164.7
Other operating expenses		96.2			80.7
Operating income	$	92.4		$	84.0
Same Store Growth (1):
Medicare revenue		—	%		5	%
Hospice admissions		3	%		—	%
Average daily census		(3	%)		2	%
Key Statistical Data - Total (2):
Hospice admissions		26,358			22,729
Average daily census		13,287			12,279
Revenue per day, net	$	161.93		$	155.04
Cost of service per day	$	85.99		$	84.58
Average discharge length of stay		95			96

(1) Same store information represents the percent change in our Medicare revenue, Hospice admissions or average daily census for the period as a percent of the Medicare revenue, Hospice admissions or average daily census of the prior period. Same store is defined as care centers that we have operated for at least the last twelve months and startups that are an expansion of a same store care center.

(2) Total includes acquisitions, start-ups and denovos.

13

Segment Information - Personal Care

	For the Three-Month Periods Ended June 30,
	2021		2020
Financial Information (in millions):
Medicare	$	—	$	—
Non-Medicare		17.0		17.7
Net service revenue		17.0		17.7
Other operating income		—		0.5
Cost of service		13.1		14.1
Gross margin		3.9		4.1
Other operating expenses		3.2		3.0
Operating income	$	0.7	$	1.1
Key Statistical Data - Total (1):
Billable hours		609,301		642,720
Clients served		9,371		9,956
Shifts		260,897		282,207
Revenue per hour	$	27.95	$	27.58
Revenue per shift	$	65.29	$	62.80
Hours per shift		2.3		2.3

	For the Six-Month Periods Ended June 30,
	2021		2020
Financial Information (in millions):
Medicare	$	—	$	—
Non-Medicare		34.0		36.4
Net service revenue		34.0		36.4
Other operating income		—		0.5
Cost of service		25.7		28.2
Gross margin		8.3		8.7
Other operating expenses		6.3		6.4
Operating income	$	2.0	$	2.3
Key Statistical Data - Total (1):
Billable hours		1,216,738		1,394,797
Clients served		10,908		12,936
Shifts		518,506		615,671
Revenue per hour	$	27.96	$	26.12
Revenue per shift	$	65.60	$	59.17
Hours per shift		2.3		2.3

(1) Total includes acquisitions, start-ups and denovos.

14

Segment Information - Corporate

	For the Three-Month Periods Ended June 30,
	2021		2020
Financial Information (in millions):
Other operating expenses	$	42.4	$	40.3
Depreciation and amortization		4.8		4.8
Total operating expenses	$	47.2	$	45.1

	For the Six-Month Periods Ended June 30,
	2021		2020
Financial Information (in millions):
Other operating expenses	$	84.9	$	79.2
Depreciation and amortization		10.7		8.6
Total operating expenses	$	95.6	$	87.8

15

AMEDISYS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

(Amounts in thousands)

(Unaudited)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) Reconciliation:

	For the Three- Month Periods Ended June 30,						For the Six- Month Periods Ended June 30,
	2021			2020			2021			2020
Net income attributable to Amedisys, Inc.	$	80,149		$	34,674		$	130,019		$	66,476
Add:
Income tax expense		28,546			10,031			46,461			19,377
Interest expense, net		1,907			2,538			3,955			5,756
Depreciation and amortization		6,721			6,334			14,276			11,672
Certain items (1)		(33,010	)		13,313			(31,298	)		17,349
Interest component of certain items (1)		(469	)		(446	)		(986	)		(892	)
Adjusted EBITDA (2) (7)	$	83,844		$	66,444		$	162,427		$	119,738

Adjusted Net Service Revenue Reconciliation:

	For the Three- Month Periods Ended June 30,					For the Six- Month Periods Ended June 30,
	2021			2020		2021			2020
Net service revenue	$	564,166		$	485,059	$	1,101,310		$	976,744
Add:
Certain items (1)		(6,541	)		—		(6,541	)		—
Adjusted net service revenue (3) (7)	$	557,625		$	485,059	$	1,094,769		$	976,744

Adjusted Other Operating Income Reconciliation:

	For the Three- Month Periods Ended June 30,						For the Six- Month Periods Ended June 30,
	2021			2020			2021			2020
Other operating income	$	4,603		$	22,780		$	13,304		$	22,780
Add:
Certain items (1)		(4,603	)		(22,780	)		(13,304	)		(22,780	)
Adjusted other operating income (4) (7)	$	—		$	—		$	—		$	—

Adjusted Net Income Attributable to Amedisys, Inc Reconciliation:

	For the Three- Month Periods Ended June 30,					For the Six- Month Periods Ended June 30,
	2021			2020		2021			2020
Net income attributable to Amedisys, Inc.	$	80,149		$	34,674	$	130,019		$	66,476
Add:
Certain items (1)		(24,428	)		9,852		(23,161	)		12,839
Adjusted net income attributable to Amedisys, Inc. (5) (7)	$	55,721		$	44,526	$	106,858		$	79,315

16

Adjusted Net Income Attributable to Amedisys, Inc. per Diluted Share Reconciliation:

	For the Three- Month Periods Ended June 30,					For the Six- Month Periods Ended June 30,
	2021			2020		2021			2020
Net income attributable to Amedisys, Inc. common stockholders per diluted share	$	2.43		$	1.04	$	3.93		$	2.00
Add:
Certain items (1)		(0.74	)		0.30		(0.70	)		0.39
Adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share (6) (7)	$	1.69		$	1.34	$	3.23		$	2.39

(1) The following details the certain items for the three and six-month periods ended June 30, 2021 and 2020:

Certain Items:

	For the Three-Month Period Ended June 30, 2021			For the Six-Month Period Ended June 30, 2021
	(Income) Expense			(Income) Expense
Certain Items Impacting Net Service Revenue:
Contingency accrual	$	(6,541	)		(6,541	)
Certain Items Impacting Other Operating Income:
CARES Act & State COVID-19 grants		(4,603	)		(13,304	)
Certain Items Impacting Cost of Service:
COVID-19 costs		4,464			12,944
Certain Items Impacting Operating Expenses:
Acquisition and integration costs		2,293			3,492
COVID-19 costs		160			377
Pre-acquisition legal settlement		1,825			1,825
Certain Items Impacting Total Other Income (Expense):
Interest component of certain items		469			986
Other (income) expense, net		(31,077	)		(31,077	)
Total	$	(33,010	)	$	(31,298	)
Net of tax	$	(24,428	)	$	(23,161	)
Diluted EPS	$	(0.74	)	$	(0.70	)

	For the Three-Month Period Ended June 30, 2020			For the Six-Month Period Ended June 30, 2020
	(Income) Expense			(Income) Expense
Certain Items Impacting Other Operating Income:
CARES Act & State COVID-19 grants	$	(22,780	)	$	(22,780	)
Certain Items Impacting Cost of Service:
COVID-19 costs		21,993			23,010
Severance-reductions in staffing levels		5,183			5,183
Certain Items Impacting Operating Expenses:
Acquisition and integration costs		3,599			5,935
COVID-19 costs		1,051			1,063
Severance-reductions in staffing levels		271			271
Certain Items Impacting Total Other Income (Expense):
Interest component of certain items		446			892
Other (income) expense, net		3,550			3,775
Total	$	13,313		$	17,349
Net of tax	$	9,852		$	12,839
Diluted EPS	$	0.30		$	0.39

17

(2) Adjusted EBITDA is defined as net income attributable to Amedisys, Inc. before net interest expense, provision for income taxes and depreciation and amortization, excluding certain items as described in footnote 1.

(3) Adjusted net service revenue is defined as net service revenue excluding certain items as described in footnote 1.

(4) Adjusted other operating income is defined as other operating income excluding certain items as described in footnote 1.

(5) Adjusted net income attributable to Amedisys, Inc. is defined as net income attributable to Amedisys, Inc. calculated in accordance with GAAP excluding certain items as described in footnote 1.

(6) Adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share is defined as diluted income per share calculated in accordance with GAAP excluding the earnings per share effect of certain items as described in footnote 1.

(7) Adjusted EBITDA, adjusted net service revenue, adjusted other operating income, adjusted net income attributable to Amedisys, Inc. and adjusted net income attributable to Amedisys, Inc. common stockholders per diluted share should not be considered as an alternative to, or more meaningful than, income before income taxes or other measures calculated in accordance with GAAP. These calculations may not be comparable to a similarly titled measure reported by other companies, since not all companies calculate these non-GAAP financial measures in the same manner.

18

EX-99.2

Amedisys Second Quarter 2021 Earnings Call Supplemental Slides August 5th, 2021 Exhibit 99.2

This presentation may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and assumptions about our business that are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those described in this presentation. You should not rely on forward-looking statements as a prediction of future events. Additional information regarding factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in reports and registration statements we file with the SEC, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the Amedisys internet website http://www.amedisys.com or by contacting the Amedisys Investor Relations department at (225) 292-2031. We disclaim any obligation to update any forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based except as required by law. www.amedisys.com NASDAQ: AMED We encourage everyone to visit the Investors Section of our website at www.amedisys.com, where we have posted additional important information such as press releases, profiles concerning our business and clinical operations and control processes, and SEC filings. Forward-looking statements

Our Key Areas of Focus Strategic areas of focus and progress made during Q2’21 Home Health*: Total same store admissions +20%, Total same store volume +12% Hospice: Admissions +2%, ADC -3% Personal Care: Billable hours / quarter -5%. Personal Care Network drove ~$1.0 revenue to Home Health and Hospice via care coordination 1 Organic Growth Quality: Amedisys Oct’20 release STARS score of 4.33 (SHP: 4.5 STARS) 99% of care centers at 4+ Stars based on internal calculation 44 Amedisys care centers rated at 5 Stars in the Oct’20 Release Hospice quality – outperforming industry average in all hospice item set (HIS) categories 3 Clinical Initiatives Focusing on optimizing RN / LPN & PT / PTA staffing ratios. Current LPN Ratio: 47.5% (vs. 45.7% in 2Q’20) Current PTA Ratio: 52.9% (vs. 48.2% in 2Q’20) Home health clinical productivity +1% 4 Capacity and Productivity Closed the acquisition of Contessa Health adding tech-enabled, risk-bearing, higher-acuity services to our product offering Closed the acquisition of a CON license for Home Health access in Westchester County, NY and Randolph County, NC 5 M&A 2 Recruiting / Retention Targeting industry leading employee retention amongst all employee categories Current total voluntary turnover ~18.5% Focus on Business Development hiring and turnover, particularly in Hospice *Note: Home Health same store volume is defined as admissions plus recertifications 2021 Reimbursement Final Home Health industry rule net +1.9% increase No-Pay RAP effective 1/1/21 Final Hospice industry rule net +2.4% increase (effective 10/1/20) 2022 Reimbursement Proposed Home Health industry rule net +1.7% increase Expansion of HHVBP to all 50 states beginning 1/1/22 Final Hospice industry rule net +2.0% increase (effective 10/1/21) 6 Regulatory

Highlights and Summary Financial Results (Adjusted): 2Q 2021(1) Home Health total same store volume +12%, total same store admissions +20%; Hospice same store admissions +2% Amedisys Consolidated Revenue Growth: +15% EBITDA: $84M (+26%) EBITDA Margin: 15.0% (+130 bps) EPS: $1.69 (+26%) 2Q’21 Net debt: $158.5M Net Leverage ratio: 0.5x Revolver availability: $490.3M CFFO: $68.0M Free cash flow (4): $64.3M DSO: 42.7 (vs. Q4’20 of 40.2 and down 1.2 days since Q1) Balance Sheet & Cash Flow 2Q’21 Same Store (2)(3) : Total Volume: +12% Total Admissions: +20% Other Statistics: Revenue per Episode(5): $2,986 (+6.0%) Total Cost per Visit: $99.39 (+7.5%) Medicare Recert Rate: 34.4% Home Health Growth Metrics: Billable hours/quarter: -5% Clients served: -6% Personal Care Same Store Volume (3): Admissions: +2% ADC: -3% Other Statistics: Revenue per Day: $158.67 (+2.0%) Cost per day: $85.33 (+7.8%) Hospice 2Q’21 2Q’21 2Q’21 Adjusted Financial Results(1) 2Q’21 The financial results for the three-month periods ended June 30, 2020 and June 30, 2021 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. Same Store volume – Includes admissions and recertifications. Same Store is defined as care centers that we have operated for at least the last 12 months and startups that are an expansion of a same store care center. Free cash flow is defined as cash flow from operations less routine capital expenditures and required debt repayments. Q2’20 free cash flow includes the receipt of CARES Act funds and payroll tax deferrals. Medicare sequestration suspended 5/1/20. $ in Millions, except EPS 2Q20 2Q21 % Change Sequential FY 2019 FY 2020 Home Health 290.2 349.3 0.20365265334252247 #REF! 1,256.4000000000001 1,249.174 Hospice 177.1 191.4 8.7% #REF! 623.20000000000005 750.14400000000001 Personal Care 17.7 17 -3.9548022598870018 #REF! 82 72.200999999999993 Total Revenue $484.99999999999994 $557.70000000000005 0.14989690721649507 #REF! $1,961.6000000000001 $2,071.5189999999998 Gross Margin % 0.44700000000000001 0.45400000000000001 #REF! 0.41399999999999998 0.44600000000000001 Adjusted EBITDA 66.400000000000006 83.8 0.26204819277108421 #REF! 225.3 273.5 0.13700000000000001 0.15025999641384255 #REF! 0.115 0.13200000000000001 Adjusted EPS $1.34 $1.69 0.26119402985074613 #REF! $4.4000000000000004 $6.11 Free cash flow (4) $130.5 $64.3 -0.50727969348659008 #REF! $192.8 $273.5

Medicare FFS: Reimbursed over a 30-day period of care Private Episodic: MA and Commercial plans who reimburse us over a 30-day period of care, majority of which range from 95% - 100% of Medicare rates Per Visit: Managed care, Medicaid and private payors reimbursing us per visit performed Hospice Per Day Reimbursement: Routine Care: Patient at home with symptoms controlled ~97% of the Hospice care AMED provides, in line with overall hospice industry provision of care Continuous Care: Patient at home with uncontrolled symptoms Inpatient Care: Patient in facility with uncontrolled symptoms Respite Care: Patient at facility with symptoms controlled Home Health: 320 care centers; 33 states & D.C. Hospice: 180 care centers; 35 states Personal Care: 14 care centers; 3 states Total AMED: 514 care centers; 39 states and D.C. Our Revenue Sources: 2Q’21

Home Health and Hospice Segment (Adjusted) – 2Q 2021(1) Revenue per Episode up 6.0% (one additional month of sequestration benefit and 2021 rate increase +1.9%) Y/Y CPV up $6.95 (+7.5%, primarily due to an increase in contractor utilization, new hire pay, health costs and raises) Visits per Episode decreased 1.2 (~$6M) Home Health Highlights Same store admit growth +2% Net revenue per day +2.0% (one additional month of sequestration benefit) and +2.4% Hospice rate update (effective 10/1/2020) Q2’21 Acquisition Contribution: Revenue: $16.2M Segment EBITDA: $3.0M ($2.6M net of corporate) Hospice Highlights The financial results for the three-month periods ended June 30, 2020 and June 30, 2021 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. Pre-Corporate EBITDA does not include any corporate G&A expenses. Same store information represents the percent change in volume or admissions for the period as a percent of the volume or admissions of the prior period. Same Store is defined as care centers that we have operated for at least the last 12 months and startups that are an expansion of a same store care center. Average Medicare revenue per completed episode reflects the transition to PDGM effective Jan. 1, 2020 and the suspension of sequestration effective May 1, 2020. Home Health total volume growth +12%; Hospice Admit Growth +2%

General & Administrative Expenses – Adjusted (1,2) Notes: Year over year total G&A increased $20 million; however, total G&A as a percentage of revenue decreased 50 basis points Year over year G&A increase due to the AseraCare acquisition (~$5M = Hospice segment), a slowdown in prior year spend related to COVID-19, raises, higher health insurance costs, the addition of business development resources and care center administrative staff, investments related to PDGM and higher IT fees, partially offset by lower incentive comp accruals and higher gains on the sale of fleet vehicles Total G&A as a percentage of revenue decreased 110 bps sequentially The financial results for the three-month periods ended June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. Adjusted G&A expenses do not include depreciation and amortization. Impacted by COVID-19, acquisitions and investments to drive volume growth

Components 2Q’20 1Q’21 2Q’21 YoY Variance Detail Initiatives Salaries $63.03 $64.54 $65.02 $1.99 YoY and Sequential increases due to higher fixed new hire pay due to the timing of hires YoY increase also due to planned wage increases Staffing mix optimization, productivity and scheduling improvement initiatives in place to help overcome salary increases Contractors $3.05 $5.37 $5.10 $2.05 YoY increase driven by additional staffing needs due to COVID-19, turnover and growth Focused efforts on filling positions with full-time clinicians Benefits $10.20 $10.95 $13.18 $2.98 YoY increase due to the impact of COVID-19 on health insurance costs (lower utilization in prior year and increased costs in current year due to high cost claimants) Sequential increase due to the seasonality of claims and increased costs due to high cost claimants Focus on cost containment and spend optimization with specific focus on high cost claims Transportation & Supplies $6.89 $6.81 $6.78 $(0.11) *Visiting Clinician CPV $83.17 $87.67 $90.08 $6.91 Clinical Managers $9.27 $9.50 $9.31 $0.04 Fixed cost associated with non-visiting clinicians Unit cost reduced as volume increases Total CPV $92.44 $97.17 $99.39 $6.95 Operational Excellence: Home Health Cost Per Visit (CPV)-Adjusted YOY Total CPV impacted by planned wage increases, new hire pay, higher contractor utilization, and higher health insurance costs *Note: Direct comparison with industry competitors CPV calculation $83.17 $87.67 $90.08

Driving Top Line Growth Home Health total volume growth remains strong. Hospice admissions and ADC, as well as Personal Care billable hours lagging due to prolonged COVID-19 impacts, staffing challenges specifically Home Health Total Volume Hospice ADC Personal Care Total Hours / Quarter

Industry Leading Quality Scores Note: Top Competitor Avg weighted by CCN count and includes LHC, Kindred, AFAM, EHC and BKD Metric OCT 19 Release JAN 20 Release APR 20 Release Oct 20 Release Quality of Patient Care 4.28 4.27 4.26 4.33 Entities at 4+ Stars 88% 86% 86% 92% Metric OCT 19 Release JAN 20 Release APR 20 Release Oct 20 Release Patient Satisfaction Star 3.97 3.71 3.79 4.28 Performance Over Industry +6% +6% +6% +7% Quality of Patient Care (QPC) Patient Satisfaction (PS) Amedisys maintains a 4-Star average in the Oct 2020 HHC preview with 92% of our providers (representing 95% of care centers) at 4+ Stars and 61% of our providers (representing 65% of care centers) at 4.5+ Stars 26 Amedisys providers (representing 44 care centers) rated at 5 Stars in the Oct 2020 HHC preview. CMS will hold the Oct 2020 HHC data constant (i.e., freeze the data) until the Jan 2022 HHC release.

Hospice Quality: Amedisys Hospice Continues to Move Towards Best-in-Class Hospice Quality Hospice Compare HIS and CAHPS reporting currently “frozen” and will resume reporting in Feb 2022

Debt and Liquidity Metrics Net leverage ~0.5x. Proforma for the Contessa acquisition and under the new Credit Facility, Net leverage ~1.4x Net debt defined as total debt outstanding ($191.8M) less cash ($33.3M). Leverage ratio (net) is defined as net debt divided by last twelve months adjusted EBITDA ($316.2M). Liquidity defined as the sum of cash balance and available revolving line of credit. Cash per 6/30/21 10-Q less Provider relief fund advance ($58.3M). Outstanding Debt As of: 6/30/21 Pro Forma for Contessa Adjustments and Under New Credit Facility as of 6/30/21 42460 Pro Forma Adjustments Pro Forma Outstanding Revolver 30 280 -30 0 450 -New TLA Outstanding Term Loan 159.69999999999999 159.69999999999999 290.3 450 -159.69999999999999 -term Finance Leases 2.1 2.1 0 2.1 -30 - RC #REF! Total Debt Outstanding 191.79999999999998 441.8 260.3 452.1 -250 -purchase price #REF! Less: Deferred Debt Issuance Costs -2.2000000000000002 -2.2000000000000002 0 -2.2000000000000002 10.300000000000011 =remaining cash Total Debt - Balance Sheet 189.6 439.6 260.3 449.90000000000003 #REF! #REF! Total Debt Outstanding 191.8 441.8 260.3 452.1 #REF! Less Cash (4) -33.299999999999997 -33.299999999999997 -10.300000000000011 -43.600000000000009 Net Debt (1) 158.5 408.5 250 408.5 Leverage Ratio (net) (2) 0.53045515394912979 1.3671352074966532 1.3671352074966532 #REF! #REF! Credit Facility As of: 6/30/21 Pro Forma for Contessa Adjustments and Under New Credit Facility as of 6/30/21 #REF! Pro Forma Adjustments Pro Forma Term Loan 175 175 275 450 #REF! Revolver Size 550 550 0 550 #REF! Borrowing Capacity 725 725 275 1,000 #REF! Revolver Size 550 550 0 550 Outstanding Revolver -30 -,280 30 0 #REF! Letters of Credit -29.7 -29.7 0 -29.7 #REF! Available Revolver 490.3 240.3 30 520.29999999999995 38.9 Plus Cash (4) 33.299999999999997 33.299999999999997 10.300000000000011 43.600000000000009 1.0x Total Liquidity (3) 523.6 273.60000000000002 40.299999999999997 563.9

Credit Facility Amendment – Key Terms Existing Facility New Facility Size and Structure $725 million Senior Secured Credit Facility $550 million revolving credit facility $175 million Term Loan A $1,000 million Senior Secured Credit Facility $550 million revolving credit facility $450 million Term Loan A Maturity Feb. 4, 2024 5 years from close Pricing Grid (Current pricing highlighted Amortization Term Loan A: 2.5% / 5.0% / 5.0% / 5.0% / 7.5% Term Loan A: 2.5% / 2.5% / 5.0% / 5.0% / 5.0% Financial Covenants Maximum Consolidated Total Leverage ratio of 3.00x; acquisition step-up to 4.00x once over life of deal with step-downs of 0.25x in each quarter thereafter back to 3.00x. Cash Netting permitted up to $50mm Minimum Consolidated Interest Coverage Ratio of 3.00x Maximum Consolidated Total Leverage ratio of 3.50x; acquisition step-up to 4.00x with one clear quarter between holidays. Cash Netting permitted up to $100mm Minimum Consolidated Interest Coverage Ratio of 3.00x Consolidated Total Leverage Ratio(1) Drawn LIBOR Spread Unused Fee ≥ 3.00x 200 bps 35.0 bps ≥ 2.00x 175 bps 30.0 bps ≥ 0.75x 150 bps 25.0 bps <0.75x 125 bps 20.0 bps Consolidated Total Leverage Ratio(1) Drawn Spread Unused Fee > 3.00x 200 bps 30.0 bps > 2.00x 175 bps 25.0 bps > 0.75x 150 bps 20.0 bps ≤ 0.75x 125 bps 15.0 bps

Cash Flow Statement Highlights (1) 2020 includes benefits of payroll tax deferral (COVID-19 relief). Total payroll tax deferral of ~$55.4M due back as ~$27.7M in December 2021 and ~$27.7M in December 2022. Free cash flow defined as cash flow from operations less routine capital expenditures and required debt repayments. $ in Millions Q214 Q414 FY14 2Q15 4Q15 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 GAAP Net Income #REF! #REF! #REF! #REF! 12.9 11.4 8.9 15.2 4.53 14.66 -3.71 27.3 33.5 31.5 27.7 31.6 34 34.299999999999997 28 32 35.1 72.411000000000001 45.6 50.3 80.599999999999994 Changes in working capital #REF! #REF! #REF! 9.6 6.7 5.6 -8.1 -7.3 15.8 -11 -2 2.1 20.100000000000001 17.399999999999999 -25.3 12.6 -17.2 33.799999999999997 -47.5 71.3 -24.83 34.5 -18.3 -9.1 Depreciation and amortization #REF! #REF! #REF! #REF! 1.1000000000000001 1.6 4.4000000000000004 4.54 4.1900000000000004 3.98 3.6 3.1 3.2 3.4 2.9 5.2 4.4000000000000004 6 5.3 6.3 8.2840000000000007 8.8000000000000007 7.6 6.7 Non-cash compensation, includes 401(k) match expense #REF! #REF! #REF! #REF! #REF! 6.1 6.5 5.74 6.7 6.6 6.1 6.9 7.3 9 7.8 9.1999999999999993 9.6 9.1999999999999993 6.7 7.1230000000000002 7 7.3 6.2 Deferred income taxes #REF! #REF! #REF! #REF! -0.1 1.2 9.4 9.44 -1.86 9.6 34.950000000000003 2.9 6.2 5.8 5.4 3.3 2.6 11.9 -4.3 1.2 -5.3 1.274 -23.8 7.4 15.3 Other 0.1 1.1000000000000001 -11.1 1.2 1.9 -0.3 1 2.8 -1.4 -2.9 4.9000000000000004 2.1 5.8 19.8 18.82 -6.2 -0.3 -31.7 107278 Cash flow from operations #REF! #REF! #REF! #REF! 27.6 20.400000000000002 25.5 27.14 7.51 38.89 32.220000000000006 40.299999999999997 50.70000000000001 68.5 63.999999999999986 20.100000000000005 59.300000000000004 47.5 75.199999999999989 6 133.9 83.081999999999994 65.899999999999991 53.999999999999993 68 70000 177278 Capital expenditures - routine #REF! #REF! #REF! #REF! #REF! 5.5 5.9 -2.4 -1.4 -0.3 -1.2 -1.3 -0.1 -3.2 -0.8 -1.2 -0.3 -1.2 -1 -1.2 -0.3 -1.2 -2.4 -1.6 -1 Required debt repayments #REF! #REF! #REF! #REF! #REF! 6.4 5.6 -1.3 -1.3 -1.6 -1.3 -2.8 0 -0.6 -0.4 -0.6 -1.7 -1.5 -1.8 -1.6 -3.1 -2.7 -2.9 -2.7 -2.7 Free cash flow #REF! #REF! #REF! #REF! -0.9 0 0 23.44 4.8099999999999996 36.99 29.720000000000006 36.200000000000003 50.600000000000009 64.7 62.79999999999999 18.300000000000004 57.300000000000004 44.8 72.399999999999991 3.1999999999999997 130.5 79.181999999999988 60.599999999999994 49.699999999999989 64.3 Capital Deployment Acquisitions -63.3 -3.7 -4.0999999999999996 -4.0999999999999996 -20 0 -9.6 -2.2999999999999998 -1.8 0 -5.2 -,327.9 -17.5 0 0 -69.3 -,230.4 0 0.8 0 -2.5 Share Repurchases -4.5999999999999996 0 0 0 0 0 0 0 -,181.4 0 0 0 0 0 0 0 0 0 0 -72.900000000000006 -1.2 Total -67.899999999999991 -3.7 -4.0999999999999996 -4.0999999999999996 -20 0 -9.6 -2.2999999999999998 -183.20000000000002 0 -5.2 #REF! #REF! 0 0 -69.3 -,230.4 0 0.8 -72.900000000000006 -3.7 Cash Adjustments #REF! #REF! #REF! -6.3 -3.9 -1.8 -4.9000000000000004 -1.9 -27.4 -18.5 -0.1 -48 -94.1 -160.79999999999998 -303.10000000000002 -606.1 -1164.1999999999998 -2234.2999999999997 -4307.7999999999993 -8312.4999999999982 -16018.899999999998 -30873.599999999991 -59512.899999999987 -114717.99999999997 -221123.49999999994 #REF! #REF! #REF! 29.8 32.6 23.100000000000005 23.9 36.78 -57.78 55.480000000000004 40.140000000000008 19.800000000000011 -359.29999999999995 -31.399999999999977 -187.90000000000003 #REF! #REF! -2144.6999999999998 -4162.9999999999991 -8444.6999999999989 -16218.699999999997 -30715.23599999999 -59390.099999999984 -114764.39999999997 -221002.29999999993 DOJ settlement -35 Changes in working capital #REF! #REF! #REF! 12.8 -12.6 -28 -7.9 -14.4 16.8 -20 -18 -35.6 -56.8 -130.39999999999998 -240.79999999999998 -463.59999999999997 -891.59999999999991 -1726.3999999999999 -3322.3999999999996 -6403.9999999999991 -12344.399999999998 -23797.199999999997 -45867.999999999993 -88413.599999999977 -170423.19999999995 Cash Flow from Operations #REF! #REF! #REF! #REF! #REF! -4.899999999999995 15.999999999999998 22.380000000000003 -40.980000000000004 35.480000000000004 22.140000000000008 -15.79999999999999 -416.09999999999997 -161.79999999999995 -428.70000000000005 #REF! #REF! -3871.0999999999995 -7485.3999999999987 -14848.699999999997 -28563.099999999995 -54512.435999999987 -105258.09999999998 -203177.99999999994 -391425.49999999988 Capital expenditures - routine #REF! #REF! #REF! -4.0999999999999996 -2.6 -1.6 -0.1 -2.4 -1.4 -0.3 -1.2 -5.3 -8.1999999999999993 -15 -29.7 -58.2 -111.1 -214 -413 -796.3 -1534.4 -2957.7 -5701.4 -10989.8 -21183.3 Required debt repayments #REF! #REF! #REF! #REF! 0 -1.3 -1.3 -1.3 -1.3 -1.6 -1.3 -5.5 -9.6999999999999993 -18.100000000000001 -34.6 -67.900000000000006 -130.30000000000001 -250.90000000000003 -483.70000000000005 -932.80000000000007 -1797.7000000000003 -3465.1000000000004 -6679.3000000000011 -12874.900000000001 -24817.000000000004 Free cash flow #REF! #REF! #REF! #REF! #REF! -7.7999999999999945 14.599999999999998 18.680000000000003 -43.68 33.580000000000005 19.640000000000008 -26.599999999999991 -433.99999999999994 -194.89999999999995 -493.00000000000006 #REF! #REF! -4335.9999999999991 -8382.0999999999985 -16577.799999999996 -31895.199999999997 -60935.235999999983 -117638.79999999997 -227042.69999999992 -437425.79999999987 Capital Deployment Acquisitions -63.3 -3.7 -4.0999999999999996 -4.0999999999999996 -20 0 -9.6 -33.700000000000003 -63.300000000000004 -106.60000000000001 -213.20000000000002 -416.80000000000007 -799.90000000000009 -1536.5000000000002 -2966.4000000000005 -5719.6000000000013 -11022.400000000001 -21244.9 -40953.300000000003 -78940.200000000012 -152160.80000000002 Share Repurchases -4.5999999999999996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total -67.899999999999991 -3.7 -4.0999999999999996 -4.0999999999999996 -20 0 -9.6 -33.700000000000003 -63.300000000000004 -106.60000000000001 -213.20000000000002 -416.80000000000007 -799.90000000000009 -1536.5000000000002 -2966.4000000000005 -5719.6000000000013 -11022.400000000001 -21244.9 -40953.300000000003 -78940.200000000012 -152160.80000000002

Income Statement Adjustments (1) The financial results for the three-month periods ended June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 are adjusted for certain items and should be considered a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures is included in the corresponding 8-K detailing quarterly results for each respective reporting period. Other (income) expense, net includes ~$31.1 million gain on Medalogix equity method investment for the three-month period ended June 30, 2021.

Contessa

AMED + Contessa create a truly differentiated, tech-enabled, risk-bearing, higher-acuity, end-to-end, in-home care organization Aging-in-Place Highest quality, data driven, end to end, value base-d care Merger Consideration AMED acquired Contessa for $250 million purchase price funded via cash on hand and the amended credit facility – Purchase Price represents a 3.9x 2022 revenue multiple. Tech-enabled, healthcare services sector trades at ~6x 2022 revenue (SGFY: 7.7x, AGL: 6.9x, ALHC: 4.1x) Services: Higher Acuity in the Home Hospital @ Home, SNF @ Home – Contessa becomes AMED’s platform for additional / new in-home service line expansion and risk-taking solutions TAM Expansion Significant TAM expansion opportunity from ~$44B to ~$73B Revenue Growth High revenue growth business (118% CAGR 2025 revenue) Team & Org Design Seasoned and professional management team key for success. Adds a separately reported fourth segment Payor Services & Other Capabilities Analytics, underwriting & actuarial, bundle pricing, claims payment system, value-based and other risk-based contracts, network management, care coordination Amedisys and Contessa: Summary Partnerships 7 relationships with marquee health systems (Pipeline of over 30 health systems and over 110 hospitals)

Contessa Home Recovery Amedisys Home Health Amedisys Hospice Contessa and Amedisys Current Geographic Reach Multiple high quality hospital system relationships. Growth opportunity with established Contessa health system relationships by adding hospitals, and through an additional pipeline of active prospects. High interest & investment in model broadly Contessa is currently targeting 133 health systems across 28 states (numerous active conversations) Targeted JVs have 38% and 49% overlap with AMED HH and HSP, respectively AMED’s BD staff and Medicare Advantage contracting provide immediate benefit (Capture Rate) and growth opportunity (number of JV’s) Current target markets are primarily non-CON states - AMED has flexibility re: M&A and De Novo to build out footprint, clinically integrated model & RN capacity Marquee Health System Relationships Current Overlap Expansion Opportunities

Strategic Rationale Mutually beneficial acquisition creates accelerated revenue growth opportunities for both Contessa and Amedisys, enhanced payor innovation platform, more robust data capabilities, and new hospital relationships with highly synergistic cross-selling opportunities Expansion of Home-Based Services High Revenue Growth Business Valued Based Payments Nation Wide Access to Home Health Contessa acquisition adds higher-acuity, home based care service offering (Hospital at Home and SNF at Home) to AMED platform Contessa adds a line of business with significant revenue growth opportunity to AMED. Projecting annual revenue growth of 118% (2025) Medicare Advantage focused bundled payment arrangements and risk-based payment capabilities added to AMED MA relationships AMED nation-wide home health footprint gives Contessa access to industry leading quality home health clinicians and allows for faster expansion Business Development Future Service Line Expansion Ability to utilize AMED Business Development staff will further accelerate Contessa & AMED revenue growth opportunities Contessa and AMED collaboration on new care models will create a differentiated, comprehensive, home-based service offering – allowing AMED to play where others are unable AMED Core Business Growth Home Health and Hospice admissions potential growth opportunity (organic and inorganic) from new and enhanced hospital relationships with current and future JV partners

Combination Expands Total Addressable Market (TAM) Contessa’s capabilities help to significantly expand the TAM of the in-home care services market for Amedisys Notes: Home Health, Hospice and Infusion represent all payor markets Primary Care at Home (PCP) represents top 8% acuity of MA members SNF at Home represents higher acuity SNF model vs. diversion opportunity Hospital at Home based on all payors inclusive of CMS developed program Palliative Care at Home represents top 2% acuity of MA members (not Part B palliative care) Hospice Industry $18B Home Health Industry $26B Combined Home Health and Hospice $44B AMED HSP $750M AMED HH $1.2B Total AMED $2.1B Hospice Industry $18B Home Health Industry $26B Combined “Integrated Homecare” Market $73B PCP at Home $11B Hospital at Home $10B SNF @ Home $5B Pal Care at Home $3B

Significant opportunity to scale current portfolio diversified across various sized markets Economics of Markets Near Maturity Note: Market tiering based on population density and health system footprint (i.e., Tier 1 markets are more urban while Tier 3 markets are more rural). Run-rate of trailing 6-months as of June 2021. Capture rate defined as YTD GenMed episodes covered by Contessa divided by total GenMed episode opportunity based on admissions within the covered DRGs of contracted payers. Inclusive of payer coverage current and projected Medicare Advantage, Commercial, and Managed Medicaid contracts. 15% Current Episode Capture Rate2 25% At Scale Episode Capture Rate2 1,575 Current H@H3 Episode Opportunity 6,225 At Scale H@H3 Episode Opportunity 2 Current Admitting Locations 11 At Scale Admitting Locations Tier 3 Market #1 Tier 2 Market #1 Opportunity At Scale Per Episode Unit Economics1 30% 8% 52% 22% 2 Current Admitting Locations 6 At Scale Admitting Locations 26% Current Episode Capture Rate2 25% At Scale Episode Capture Rate2 17% 23% 600 Current H@H3 Episode Opportunity 2,450 At Scale H@H3 Episode Opportunity

2021 Guidance

Amedisys 2021 Updated Guidance Updated Revenue, EBITDA and EPS guidance ranges for FY 2021 reflect COVID impact and include Contessa and VNA acquisitions ($M except for EPS) Original Guidance Updated Guidance Post Q1 (Sequestration Only) AMED Core Performance Impact of Contessa and VNA Updated AMED Guidance Post Q2 Adjusted Revenue $2,275 - $2,315 $2,302 - $2,342 $2,230 - $2,245 $11 - $14 $2,241 - $2,259 Adjusted EBITDA $315 - $325 $342 - $352 $315 - $320 ($14) – ($12) $301 - $308 Adjusted EPS $6.25 - $6.47 $6.85 - $7.07 $6.37 - $6.49 ($0.34) – ($0.31) $6.03 - $6.18 Guidance Disclaimer COVID-19 has impacted the operating metrics typically used to forecast both growth and cost assumptions for both core Amedisys and Contessa. We are basing our guidance on our current operating environment. COVID-19 continues to evolve in both the disease itself as well as disruptions to the healthcare systems and the economy. Any future regulations or government interventions, spike in clinicians and BD staff on quarantine, reduction in elective procedures, change in patient behavior and further decline in senior living occupancy could impact our ability to achieve this guidance. Note: Adjusted numbers are ex-CARES Act funds

Environmental, Social, Governance (E.S.G.) Considerations

Environmental, Social, Governance (E.S.G.) Considerations Sustainable, high-quality, patient focused, home-based care model Environmental, Social, Governance Environmental Amedisys is dedicated to the sustainability of our business and the communities in which we serve Environmental health has a strong correlation with physical health A greener fleet – newer vehicles, in circulation for a shorter time, optimize fuel usage. Sophisticated scheduling practices reduce our clinicians’ driving time and fuel usage helping to minimize our carbon footprint Virtual care centers, along with flexible working schedules and locations, have created fewer emissions Social Amedisys strives to create an organizational culture and climate in which every individual is valued, all team members have a sense of belonging with one another and to the organization and feel empowered to do their best work Provider of Home Health and Hospice services to frail, elderly patients in their most preferred care location – their homes Highest quality Home Health company as measured by Quality of Patient Care Star scores (4.33 Stars) The Amedisys Foundation was formed to provide support to our patients and employees. The Amedisys Foundation has two funds: the Patients’ Special Needs Fund and the Amedisys Employees 1st Fund. The Patients’ Special Needs Fund provides financial assistance to our home health, hospice and personal care patients during a difficult time Governance Amedisys has a culture of compliance starting with oversight from the Board of Directors and cascading down to the care center level Our Board of Directors operates several sub-committees including: Quality Committee Compliance Committee Audit Committee Compensation Committee Nominating & Corporate Governance Committee Nominating and Corporate Governance Committee oversees our strategy on corporate social responsibility, including evaluating the impact of Company practices on communities and individuals, and develops and recommends to our Board of Directors for approval matters relating to the Company’s corporate social responsibility and ESG considerations

XML

Document and Entity Information	Jul. 30, 2021
Cover [Abstract]
Entity Registrant Name	AMEDISYS INC
Amendment Flag	false
Entity Central Index Key	0000896262
Document Type	8-K
Document Period End Date	Jul. 30, 2021
Entity File Number	0-24260
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	11-3131700
Entity Address, Address Line One	3854 American Way
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Baton Rouge
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70816
City Area Code	(225) 292-2031 or (800)
Local Phone Number	467-2662
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	AMED
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false