Amendment No.3 to Credit Agreement



 Exhibit 4.2 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), dated as of June 1, 2006, is by and among AMEDISYS, INC., a Delaware corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the
signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (defined below) under the Credit
Agreement (defined below) (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”)
and the Administrative Agent are parties to that certain Credit Agreement dated as of July 11, 2005 (as previously amended or modified and as further amended, modified, supplemented, or restated from time to time, the “Credit
Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby); 
 WHEREAS, the Credit Parties have requested the written consent of all Lenders to amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Lenders are willing to make such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.

 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 AMENDMENTS TO CREDIT AGREEMENT 
 1.1
Replacement Definitions. The following definitions set forth in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: 
 “Applicable Percentage” shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect
(based on the Borrower’s Leverage Ratio), it being understood that the Applicable Percentage for (i) Alternate Base Rate Loans shall be the percentage set forth under the column “Alternate Base Rate Margin”, (ii) LIBOR Rate
Loans shall be the percentage set forth under the column “LIBOR Rate Margin and Letter of Credit Fee”, (iii) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Rate Margin and Letter of Credit
Fee”, and (iv) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”: 








									
	 Level
	  	 Leverage Ratio
	  	 Alternate Base Rate
Margin
	  	 LIBOR Rate Margin and
Letter of Credit
Fee
	  	 Commitment Fee

	I	  	£ 0.75 to 1.0	  	0.50%	  	1.50%	  	0.375%
	II	  	> 0.75 to 1.0 but £ 1.50 to 1.0	  	0.75%	  	1.75%	  	0.375%
	III	  	> 1.50 to 1.0	  	1.25%	  	2.25%	  	0.500%

 The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date
five (5) Business Days after the date on which Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to Administrative Agent and Lenders in accordance with the
provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest Determination Date”). Subject to the last sentence of this definition, such Applicable Percentage shall be effective from an Interest Determination Date until
the next Interest Determination Date. If Borrower shall fail to provide the quarterly financial information and certifications in accordance with the provisions of Sections 5.1(a) and 5.1(b), the Applicable Percentage shall, on the date
five (5) Business Days after the date by which Borrower was so required to provide such financial information and certifications to Administrative Agent and Lenders, be based on Level III until such time as such information and
certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio. 
 “Consolidated
Capital Expenditures” shall mean, for any period, all capital expenditures of the Borrower and its Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP; provided that the following shall not be
considered Consolidated Capital Expenditures for purposes of this Credit Agreement: (i) capital expenditures made by the Borrower or one of its Subsidiaries during the second fiscal quarter of 2005 in connection with its purchase of the land
located at its headquarters in Baton Rouge, Louisiana (the “Headquarters”) for the amount of $4,300,000, (ii) capital expenditures made by the Borrower and its Subsidiaries prior to June 30, 2007 with respect to the upfit
of the buildings and other improvements located at the Headquarters (except for capital expenditures consisting of ordinary course maintenance and improvements to the Headquarters) in an aggregate amount up to $19,000,000, (iii) Point of Care
Project Capital Expenditures made by the Borrower and its Subsidiaries prior to June 30, 2008 in an amount not to exceed $5,000,000 during any 12-month period or $9,000,000 in the aggregate and (iv) capital expenditures made both pursuant
to and at the time of a Permitted Acquisition. 
 1.2 New Definition. The following definition is hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical order: 
 “Point of Care Project Capital
Expenditures” shall mean the purchase of computers, handheld devices, accessories and related equipment and software for use in the field by employees of the Borrower and its Subsidiaries 
  

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 1.3 Permitted Investments. Clause (ix) in the definition of Permitted Investments, as
set forth in Section 1.1 of the Credit Agreement, is hereby amended and restated in its entirety to read as follows: 
 (ix)
additional loan advances and/or Investments of a nature not contemplated by the foregoing clauses hereof, provided that such loans, advances and/or Investments made pursuant to this clause shall not exceed an aggregate amount of $2,000,000.

 1.4 Correction to Section 2.2(b). The parties hereby acknowledge and agree that the final Principal Amortization
Payment Date before the Maturity Date of the Initial Term Loan, as referenced in Section 2.2(b) of the Credit Agreement is hereby changed to read “March 31, 2010.” 
 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
 2.1 Closing Conditions. 
 This
Amendment shall become effective as of the date hereof (the “Third Amendment Effective Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): 
 (a) Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit
Parties and the Administrative Agent, on behalf of all of the Lenders. 
 (b) Executed Consents. The Administrative
Agent shall have received executed consents, in the form of Exhibit A attached hereto, from all of the Lenders, in each case authorizing the Administrative Agent to enter into this Amendment on their behalf. 
 ARTICLE III 
 MISCELLANEOUS

 3.1 Amended Terms. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the
Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 
 3.2 Real Estate Documentation. Upon the reasonable request of the Administrative Agent, the Credit Parties shall deliver to the
Administrative Agent an updated survey and/or a datedown endorsement to the Mortgage Policy with respect to the Mortgaged Property located in Baton Rouge, Louisiana, which survey and title endorsement shall be in form and substance satisfactory to
the Administrative Agent. 
  

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 3.3 Representations and Warranties of Credit Parties. Each of the Credit Parties represents
and warrants as follows as of the date hereof, after giving effect to this Amendment: 
 (a) It has taken all necessary action
to authorize the execution, delivery and performance of this Amendment. 
 (b) This Amendment has been duly executed and
delivered by such Person and constitutes such Person’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
 (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third
party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
 (d) The
representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date). 
 3.4 Acknowledgment of Guarantors. The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree
that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents. 
 3.5 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. 
 3.6 Entirety. This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating
to the subject matter hereof. 
 3.7 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a
representation that an original will be delivered. 
 3.8 General Release. In consideration of the Lenders entering into this
Amendment, the Credit Parties hereby release each of the Administrative Agent, the Lenders, and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all
actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act
under 

  

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the Credit Documents on or prior to the date hereof, except, with respect to any such Person being released hereby, any actions, causes of action, claims,
demands, damages and liabilities arising out of such Person’s gross negligence or willful misconduct. 
 3.9 GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 3.10 Consent to Jurisdiction and Service of Process;
Waivers of Jury Trial and Consequential Damages. The jurisdiction, service of process and waivers of jury trial and consequential damages provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by
reference, mutatis mutandis. 
 3.11 Fees. The Borrower agrees to pay all fees and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC. 
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 AMEDISYS, INC. 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have
caused this Amendment to be duly executed on the date first above written. 
  

									
	 BORROWER:
	 		 	 AMEDISYS, INC.,
 a Delaware corporation

				
		 		 	 By:
	 	 /s/ William F. Borne

		 		 		 	 Name:
	 	 William F. Borne

		 		 		 	 Title:
	 	 Chief Executive Officer









 AMEDISYS, INC. 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
  

									
	 GUARANTORS:
	 		 	 AMEDISYS HOME HEALTH, INC. OF ALABAMA AMEDISYS HOME HEALTH, INC. OF FLORIDA AMEDISYS HOME HEALTH, INC. OF SOUTH CAROLINA AMEDISYS HOME
HEALTH, INC. OF VIRGINIA
 HOME HEALTH OF ALEXANDRIA, INC.
 AMEDISYS LOUISIANA, L.L.C.
 AMEDISYS LA ACQUISITIONS, L.L.C.
 AMEDISYS PRIVATE DUTY OF GEORGIA, INC. AMEDISYS, INC.
 AMEDISYS GEORGIA, L.L.C.
 AMEDISYS NORTHWEST, L.L.C.
 AMEDISYS NORTH CAROLINA, L.L.C.
 AMEDISYS OKLAHOMA, L.L.C.
 AMEDISYS TENNESSEE, L.L.C.
 AMEDISYS SPECIALIZED MEDICAL SERVICES, INC. AMEDISYS QUALITY OKLAHOMA, L.L.C.
 AMEDISYS EQUITY GROUP, L.L.C.
 AMEDISYS HEALTH MANAGEMENT, L.L.C.
 AMEDISYS TEXAS, LTD
 AMEDISYS ARKANSAS, LLC
 AMEDISYS DIABETIC SUPPLY, L.L.C.
 AMEDISYS HOSPICE, L.L.C.
 AMEDISYS MISSISSIPPI, L.L.C.
 AMEDISYS SOUTH FLORIDA, L.L.C.
 AMEDISYS SC, L.L.C.
 AMEDISYS PROPERTY, LLC
 AMEDISYS MARYLAND, L.L.C.
 AMEDISYS HOLDINGS, LLC
 HMR ACQUISITION, INC.
 HOUSECALL MEDICAL RESOURCES, INC.
 ADVENTA HOSPICE, INC.
 HHC, INC.
 HOUSECALL HOME HEALTH, INC.
 HOUSECALL MEDICAL SERVICES, INC.
 HOUSECALL SCS MANAGEMENT, INC.
 HOUSECALL SIC MANAGEMENT, INC.
 HOUSECALL SUPPORTIVE SERVICES, INC. HOUSECALL,
INC.
 AMEDISYS SP-KY, L.L.C.
 AMEDISYS SP-IN, L.L.C.

AMEDISYS SP-TN, L.L.C.
 AMEDISYS SP-OH, L.L.C.
 AMEDISYS MISSOURI, L.L.C.
 AMEDISYS WEST VIRGINIA, L.L.C.
 ARNICA THERAPY SERVICES, L.L.C.
 ARETE MEDICAL SERVICES,
L.L.C.

				
		 		 	 By:
	 	 /s/ William F. Borne

		 		 		 	 Name:
	 	 William F. Borne

		 		 		 	 Title:
	 	 Chief Executive Officer









 AMEDISYS, INC. 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
  

									
	 ADMINISTRATIVE AGENT:
	 		 	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Administrative Agent on behalf of the Lenders

				
		 		 	 By:
	 	 /s/ Scott Santa Cruz

		 		 		 	 Name:
	 	 Scott Santa Cruz

		 		 		 	 Title:
	 	 Director









 EXHIBIT A 
 CONSENT TO THIRD AMENDMENT 
 TO CREDIT AGREEMENT 
 This Consent is given pursuant to the Credit Agreement, dated as of July 11, 2005 (as previously amended and modified, the “Credit
Agreement”; and as further amended by the Third Amendment (as defined below), the “Amended Credit Agreement”), by and among Amedisys, Inc., a Delaware corporation (the “Borrower”), those Domestic
Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages thereto (individually a “Guarantor” and collectively the “Guarantors”), the certain banks and financial institutions from
time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement unless otherwise defined herein. 
 The undersigned hereby approves the amendment of the Credit
Agreement effected by the Third Amendment to Credit Agreement attached as Exhibit A hereto (the “Third Amendment”). The undersigned hereby authorizes the Administrative Agent to execute and deliver the Third Amendment on its
behalf (and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Third Amendment and the Credit Agreement). 
 Delivery of this Consent by telecopy shall be effective as an original. 
 A duly authorized officer of the
undersigned has executed this Consent as of the              day of
                        , 2006. 
  

			
		
	   	 	 ,

	 as a Lender
	 	


  

			
		
	By:	 	  
	 Name:
	 	  
	 Title:
	 	  









 Exhibit A 
 Third Amendment to Credit Agreement