EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO AMENDED AND RESTATED 

CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “First Amendment”) dated as
of June 15, 2009, is by and among LHC GROUP, INC., a Delaware corporation (the “Borrower”), the
LENDERS, and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, individually as a
Lender and as Administrative Agent, and CAPITAL ONE CORPORATION, as sole bookrunner and sole lead
arranger.



R E C I T A L S:




     A. The Borrower, Capital One, National Association, and First Tennessee Bank, National
Association, and Branch Banking and Trust Company, a national banking association, as Lenders, and
Capital One, National Association, as Agent, are the parties to that certain Amended and Restated
Credit Agreement dated as of June 12, 2008 (the “Agreement”), pursuant to which Lenders extended to
Borrower a revolving line of credit in the maximum aggregate amount of $75,000,000.00.



     B. The Borrower has requested that Lenders renew the Line of Credit in the total maximum
aggregate principal amount of $75,000,000.00.



     C. The Lenders, subject to the terms and provisions of this First Amendment, have agreed to
honor the request mentioned above, and the parties have also agreed to make certain other changes
to the Agreement



          NOW, THEREFORE, in consideration of the mutual covenants hereunder set forth, the parties
hereto do hereby amend the Agreement and agree as follows:




     Section 1. Defined Terms. Capitalized terms used herein which are defined in the Agreement
(or used in the Agreement), are used herein with such defined meanings or usage, except as may be
expressly set forth in this First Amendment.



     Section 2. Revision to Definitions.




	 	a.	 	The following definitions in Section 1.1 of the
Agreement are hereby deleted and restated as follows:
	 
	 	 	 	“Acquisition” shall mean any transaction or series of
related transactions with the same seller, consummated on or
after the date hereof, by which the Borrower or any
Subsidiary directly, (i) acquires a majority voting interest
in any active business, or all or substantially all of the
assets of any Person, whether through purchase of assets,
merger or otherwise, or (ii) acquires securities or other
ownership interests of any Person having at least a majority




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	 	 	 	of combined voting power of the then outstanding securities
or other ownership interests of such Person.
	 
	 	 	 	“Base Rate” shall mean the base rate of interest
established from time to time by The Wall Street Journal, as
the “prime” lending rate on corporate loans posted by at
least seventy-five percent (75%) of the nation’s thirty
largest banks, and which is not necessarily the lowest rate
charged by any of the Lenders, such rate to be adjusted
automatically on and as of the effective date of any change
in such Base Rate; provided, however, the
Base Rate shall be subject to a floor of 3.75% per annum.
	 
	 	 	 	“Base Rate Margin” shall mean, with respect to each
Base Rate Loan:






	 	(i)	 	0.50% per annum if the
Leverage Ratio is less than 1.00 to 1.0;
	 
	 	(ii)	 	0.75% per annum if the
Leverage Ratio is greater than or equal to 1.00 to 1.0
but less than 1.50 to 1.0;
	 
	 	(iii)	 	1.00% per annum if the
Leverage Ratio is greater than or equal to 1.50 to 1.0
but less than 2.00 to 1.0; or
	 
	 	(iv)	 	1.25% per annum if the
Leverage Ratio is greater than or equal to 2.00 to 1.0.






     The Base Rate Margin shall be determined by the Agent
from time to time, based on the Leverage Ratio as set forth
in the Compliance Certificate most recently delivered by the
Borrower pursuant to Section 12.1(c). Any adjustment to the
Base Rate Margin shall be effective (a) in the case of a
Compliance Certificate delivered in connection with quarterly
financial statements of the Borrower delivered pursuant to
Section 12.1(b), as of the date 60 days following the end of
the last day of the applicable fiscal quarter covered by such
Compliance Certificate, and (b) in the case of a Compliance
Certificate delivered in connection with annual financial
statements of the Borrower delivered pursuant to Section
12.1(a), as of the date 90 days following the end of the last
day of the applicable fiscal year covered by such Compliance
Certificate. If the Borrower fails to deliver a Compliance
Certificate pursuant to Section 12.1(c), the Base Rate



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Margin
shall equal the percentage corresponding to item (ii) of this
definition until the date of the delivery of the required
Compliance Certificate. As of the date hereof, and
thereafter until changed as provided above, the Base Rate
Margin is determined based on item (ii) of this definition.




“Defaulting Lender” shall mean any Lender, as
determined by the Agent, that has (a) failed to fund any
portion of its Loans or participations in Letters of Credit
or Swing Line Loans within three (3) Business Days of the
date required to be funded by it hereunder; (b) notified the
Borrower or the Agent in writing that it does not intend to
comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that
it does not intend to comply with its funding obligations
under this Agreement; (c) failed, within three (3) Business
Days after request by the Agent, to confirm that it will
comply with the terms of this Agreement relating to its
obligations to fund prospective Loans or participations in
then outstanding Letters of Credit and Swing Line Loans; (d)
otherwise failed to pay over to the Agent or any other Lender
any other amount required to be paid by it hereunder within
three (3) Business Days of the date when due, unless the
subject of a good faith dispute; or (e) either (i) become or
is insolvent or has a parent company that has become or is
insolvent or (ii) becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has
taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had
a receiver, conservator, trustee or custodian appointed for
it, or has taken any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such
proceeding or appointment.




“Eurodollar Interest Period” shall mean, with respect
to any Eurodollar Loan (i) initially, the period commencing
on the date such Eurodollar Loan is made and ending one (1)
month, two (2) months, or three (3) months (or such
other period agreed upon by the Borrower and the Lenders)
thereafter, and (ii) thereafter, each period commencing on
the day following the last day of the next preceding Interest
Period applicable to such Eurodollar Loan and ending one (1)
month, two (2) months, or three (3) months (or such



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other
period agreed upon by the Borrower and the Lenders)
thereafter; provided, however, that (a) if any Eurodollar
Interest Period would otherwise expire on a day which is not
a Business Day, such Interest Period shall expire on the next
succeeding Business Day unless the result of such extension
would be to extend such Interest Period into the next
calendar month, in which case such Interest Period shall end
on the immediately preceding Business Day, (b) if any
Eurodollar Interest Period 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) such Interest Period shall end
on the last Business Day of a calendar month, and (c) any
Eurodollar Interest Period which would otherwise expire after
the Termination Date shall end on the Termination Date.




“Eurodollar Margin” shall mean with respect to each
Eurodollar Loan under the Line of Credit:




	 	(i)	 	2.25% per annum if the
Leverage Ratio is less than 1.00 to 1.0;
	 
	 	(ii)	 	2.50% per annum if the
Leverage Ratio is greater than or equal to 1.00 to 1.0
but less than 1.50 to 1.0;
	 
	 	(iii)	 	2.75% per annum if the
Leverage Ratio is greater than or equal to 1.50 to 1.0
but less than 2.00 to 1.0; or
	 
	 	(iv)	 	3.00% per annum if the
Leverage Ratio is greater than or equal to 2.00 to 1.0.






The Eurodollar Margin shall be determined by the Agent from
time to time, based on the Leverage Ratio as set forth in the
Compliance Certificate most recently delivered by the
Borrower pursuant to Section 12.1(c). Any adjustment to the
Eurodollar Margin shall be effective (a) in the case of a
Compliance Certificate delivered in connection with quarterly
financial statements of the Borrower delivered pursuant to
Section 12.1(b), as of the date 60 days following the end of
the last day of the applicable fiscal quarter covered by such
Compliance Certificate, and (b) in the case of a Compliance
Certificate delivered in connection with annual financial
statements of the Borrower delivered pursuant to Section
12.1(a), as of the



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date 90 days following the end of the last
day of the applicable fiscal year covered by such Compliance
Certificate. If the Borrower fails to deliver a Compliance
Certificate pursuant to Section 12.1(c), the Eurodollar
Margin shall equal the percentage corresponding to item (iv)
of this definition until the date of the delivery of the
required Compliance Certificate.




“Eurodollar Rate” shall mean, with respect to any
Eurodollar Interest Period, the offered rate for U.S. Dollar
deposits of not less than $1,000,000 as of 11:00 A.M. City of
London, England time two (2) Eurodollar Business Days prior
to the first date of each Eurodollar Interest Period as shown
on the display designated as “British Bankers Assoc.
Interest Settlement Rates” on the Telerate system
(“Telerate”), Reuters Screen LIBOR 01 Page, or such other
page or pages as may replace such pages on Telerate for the
purpose of displaying such rate, rounded upwards, if
necessary to the nearest 1/16% and adjusted for the maximum
cost of reserves, if any. Provided, however, that if such
rate is not available on Telerate then such offered rate
shall be otherwise independently obtained by the Agent from
an alternate, substantially similar independent source
available to the Agent or shall be calculated by the Agent by
substantially similar methodology as that theretofore used to
determine such offered rate in Telerate. The Eurodollar Rate
shall be subject to a minimum floor of 1.75% per annum.




“Required Lenders” shall mean (i) if there are two
(2) or fewer Lenders under this Agreement, then “Required
Lenders” shall mean all Lenders (other than Defaulting
Lenders who are not entitled to vote); or (ii) if there are
three (3) or more Lenders under this Agreement, then
“Required Lenders” shall mean Lenders having more than sixty
percent (60%) of the aggregate amount of the Commitments (not
held by Defaulting Lenders who are not entitled to vote), or
if the Commitments have been terminated or reduced to zero,
Lenders holding more than 60% of the principal amount of the
aggregate outstanding Loans and Reimbursement Obligations
(not held by Defaulting Lenders who are not entitled to
vote). Commitments, Revolving Loans and Reimbursement
Obligation held by Defaulting Lenders shall be disregarded
when determining the Required Lenders and any Defaulting
Lender shall be excluded from calculating the



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number of
Lenders under this Agreement as of any time of determination
for purposes of this definition. For purposes of this
definition, a Lender (other than the Agent with respect to
the Swing Line) shall be deemed to hold a Swing Line interest
or a Reimbursement Obligation to the extent such Lender has
acquired a participation therein under the terms of this
Agreement and has not failed to perform its obligations in
respect of such participation.




“Revolving Notes” shall mean collectively (i) the
promissory notes of even date with the First Amendment in the
maximum aggregate principal amount of the Commitment of each
Lender party hereto and substantially in the form of Exhibit
C attached hereto, executed by Borrower, (ii) any promissory
note or notes that may be executed by
Borrower in the future that are payable to the order of a
Lender pursuant to the Agreement, and (iii) any and all
modifications, renewals, and/or extension of any of the
foregoing promissory notes.




“Termination Date” shall mean the earlier to occur of
(i) June 15, 2011 or (ii) the date of termination of the
Commitments pursuant to Article XIV hereof.




	 	b.	 	The following new definitions are hereby added
to Section 1.1 of the Agreement:
	 
	 	 	 	“Consolidated Net Worth” shall mean the total assets
of the Borrower and its Subsidiaries minus the total
liabilities of the Borrower and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP.
	 
	 	 	 	“First Amendment” shall mean that certain First
Amendment to Amended and Restated Credit Agreement dated as
of June 15, 2009 by and among the Borrower, Lenders, Capital
One, National Association, a national banking association,
individually as a Lender and as Administrative Agent, and
Capital One Corporation, as sole bookrunner and sole lead
arranger.
	 
	 	 	 	“Minimum Asset Coverage” shall mean the total of Net
Accounts Receivable divided by outstanding unsecured Debt.




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	 	 	 	“Net Accounts Receivable” shall mean the total gross
accounts receivable of Borrower less an allowance for
doubtful accounts.





     Section 3. Renewal of Line of Credit. Subject to the terms and conditions of the Agreement,
as amended by this First Amendment, the Line of Credit extended to the Borrower pursuant to the
Agreement in the maximum aggregate principal amount of $75,000,000.00 is hereby renewed. The
commitment of Lenders to severally fund their Pro Rata Part of the Revolving Loans will commence on
the date hereof and terminate on the Termination Date, as defined above. The renewed Line of
Credit (and Revolving Loans thereunder) shall be evidenced by the Notes. The parties agree and
understand that the revolving note dated of even date herewith in the maximum aggregate principal
amount of $30,000,000.00 to the order of Capital One, National Association, constitutes a renewal
by Lenders of Borrower’s promissory note dated June 12, 2008 in the maximum aggregate principal
amount of $30,000,000.00 to the order of Capital One, National Association. The parties agree and
understand that the Revolving Note dated of even date herewith in the maximum aggregate principal
amount of $27,500,000.00 payable to the order of Branch Banking and Trust Company, a national
banking association, constitutes a renewal and increase by such Lender of Borrower’s promissory
note dated June 12, 2008 in the maximum aggregate principal amount of $25,000,000.00 payable to the
order of Branch Banking and Trust Company, a national banking association. The parties agree and
understand that the Revolving Note dated of even date herewith in the maximum aggregate principal
amount of $17,500,000.00 to the order of First Tennessee Bank, N.A., constitutes a renewal and
decrease by such Lender of Borrower’s promissory note dated June 12, 2008 in the maximum aggregate
principal amount of $20,000,000.00 payable to the order of First Tennessee Bank, N.A. The parties
agree and understand that the Revolving Note dated of even date herewith in the maximum aggregate
principal amount of $30,000,000.00 payable to the order of Capital One, constitutes a renewal of
Borrower’s promissory note dated June 12, 2008 in the maximum aggregate principal amount of
$30,000,000.00 payable to the order of Capital One. Novation is not intended. Except as amended
by this First Amendment, the provisions of Article II of the Agreement shall continue to apply to
the renewed Line of Credit.



     Section 4. Revolving Loans. Section 2.2.1 of the Agreement is hereby deleted in its entirety
and restated as follows:




Section 2.2.1. Revolving Loans. Subject to the terms and
conditions of this Agreement, each Lender severally agrees to make Revolving
Loans to the Borrower from time to time under the Line of Credit. Within
the limits set forth herein, the Borrower may borrow from the Lenders
hereunder, repay any and all such Revolving Loans as hereinafter provided,
and reborrow thereunder; provided, however, each Revolving
Loan, subject to availability, shall be in an amount not less than
$1,000,000.00. The Borrower’s obligation to repay the Revolving Loans made
by the Lenders shall be evidenced by the Notes. Revolving Loans under the
Line of Credit shall bear interest, at Borrower’s option, at the Base Rate
plus the Base Rate Margin or the Eurodollar Rate plus the Eurodollar Margin.
The total number of Tranches under the Line of



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Credit which may be
outstanding at any time hereunder shall never exceed seven (7) Tranches,
whether such Tranches are Base Rate Loans, Eurodollar Loans, or a
combination thereof. Notwithstanding any provision in this Agreement to the
contrary, the parties acknowledge and agree that upon any breach of Section
2.2.1, the Lenders’ obligation to make Revolving Loans is suspended until
such breach is cured to the reasonable satisfaction of the Required Lenders.



     Section 5. Use of Proceeds. Section 2.2.5 of the Agreement is hereby deleted in its entirety
and restated as follows:




Section 2.2.5. Use of Proceeds. The Borrower shall use the
proceeds of the Revolving Loans (i) to finance certain Acquisitions and
capital expenditures, (ii) for working capital, and (iii) for other general
corporate purposes.



     Section 6. Inclusion of Defaulting Lender Section. Article III of the Agreement is hereby
amended to include the following new section as Section 3.1.7:




Section 3.1.7. Default of Any Lender. Notwithstanding any
provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:




	 	(a)	 	all fees shall cease to accrue on the unfunded
portion of the Commitment of such Defaulting Lender and
Defaulting Lender shall not be entitled to any fees so long as
such Lender is a Defaulting Lender;
	 
	 	(b)	 	the Commitment and Loans of such Defaulting
Lender shall not be included in determining whether all Lenders
or the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver
pursuant to Section 15.6);
	 
	 	(c)	 	if any exposure on the Swing Line or under
Letters of Credit exists at the time any Lender is a Defaulting
Lender, the following provisions shall apply:






	 	(i)	 	The exposure shall be
reallocated among the non-Defaulting Lenders, after
disregarding the
Defaulting Lender’s Commitment, in proportion with
their respective Commitments, but only to the extent
that the sum of all non-Defaulting Lenders’ portion
of funded Loans and exposure on the Swing Line and
Letters of Credit do not exceed the total of all the
non-Defaulting Lenders’ portions of the




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	 	 	 	aggregate
Commitments of the non-Defaulting Lenders.
	 
	 	(ii)	 	If the reallocation described
in clause (i) above cannot, or can only partially, be
effected, the Borrower shall promptly post cash
collateral with the Agent or enter into other
arrangements reasonably satisfactory to the Agent to
eliminate the Agent’s risk with respect to the
Defaulting Lender’s obligations to reimburse the Agent
under the Swing Line or any Letters of Credit, and the
Agent shall not be required to make any Swing Line
advances and/or issue Letters of Credit until the
foregoing has been completed.
	 
	 	(iii)	 	If the Borrower cash
collateralizes any portion of such Defaulting Lender’s
obligations on the Swing Line or Letters of Credit, (A)
the Borrower shall not be required to pay any
Commitment Fees or Letter of Credit fees to the Agent
for the account of such Defaulting Lender pursuant to
Article VI hereof during the period such Defaulting
Lender’s obligations on the Swing Line and Letters of
Credit are cash collateralized; and (B) the Agent may
release monies deposited by Borrower as cash collateral
as provided in Subsection (d) below.






	 	(d)	 	Any amount payable to such Defaulting Lender
hereunder (whether on account of principal, interest, fees or
otherwise and including any amount that would otherwise be
payable to such Defaulting Lender pursuant to Section 3.1.4)
shall, in lieu of being distributed to such Defaulting Lender,
be retained by the Agent in a segregated account and, subject
to any applicable requirements of law, be applied at such time
or times as may be determined by the Agent (i) first,
to the funding of any Loan or the funding or cash
collateralization of any participating interest in any Swing
Line or Letters of Credit in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Agent (in
which case any cash collateral posted by the Borrower
pursuant to Subsection (c) hereof shall be returned to the
Borrower in the amount of cash collateralized through
payments for the account of the Defaulting Lender), (ii)
second, to the payment of any amounts owing by such
Defaulting Lender to the Agent hereunder (whether in its




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	 	 	 	capacity as Swing Line Lender or issuer of Letters of
Credit), (iii) third, to the funding or cash
collateralization of any Rate Management Transactions in
respect of which such Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as
determined by the Agent (in which case any cash collateral
posted by the Borrower pursuant to Subsection (c) hereof
shall be returned to the Borrower in the amount of cash
collateralized through payments for the account of the
Defaulting Lender), (iv) fourth, if so determined
by the Agent and the Borrower, held in such account as cash
collateral for future funding obligations of the Defaulting
Lender under this Agreement, (v) fifth, pro rata, to
the payment of any amounts owing to the Borrower or the
Lenders as a result of any then-existing judgment of a court
of competent jurisdiction obtained by the Borrower or any
Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this
Agreement, and (vi) sixth, to such Defaulting Lender
or as otherwise directed by a court of competent
jurisdiction; provided that if such payment is (x) a
prepayment of the principal amount of any Loans or
Reimbursement Obligations in respect of Letters of Credit
which a Defaulting Lender has funded its participation
obligations and (y) made at a time when the conditions set
forth in Section 10.2 are satisfied, such payment shall be
applied solely to prepay the Loans of, and reimbursement
obligations owed to, all non-Defaulting Lenders in
accordance with their Pro Rata shares prior to being applied
to the prepayment of any Loans, or Reimbursement Obligations
owed to, any Defaulting Lender;
	 
	 	(e)	 	Notwithstanding anything herein to the
contrary, the Borrower may require the Defaulting Lender to
assign all of its Loans and Commitments and participations in
Rate Management Transactions to another Lender (or Purchaser)
willing to accept such assignment; provided that prior to or
concurrently with any such replacement, provided, that
the (i) Defaulting Lender shall have received payment in full
of all of its Pro Rata Part of funded (by the Defaulting
Lender)
and outstanding Indebtedness through such date of
replacement and a release from its obligations under the
Loan Documents and (ii) all of the Defaulting Lender’s
obligations are assigned to another Lender or Purchaser; and




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	 	(f)	 	In the event that either (i) all funding deficiencies in respect of a
Defaulting Lender’s Commitment (including participations in Letters of
Credit and Swing Line Loans) and all other payment obligations owing to the
Agent or any other Lender hereunder (including interest, if any, owing on
any such amounts) shall have been reduced to zero and such Defaulting Lender
shall have delivered to the Borrower and the Agent a written reaffirmation
of its intention to honor its funding, payment and all of its other
obligations hereunder; provided that this clause (i) shall not apply in the
case of a Lender that is a Defaulting Lender as a result of insolvency, or
(ii) the Agent and the Borrower agree that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the obligations of the Lenders on the Swing Line and Letters of
Credit shall be readjusted to reflect the inclusion of such Defaulting
Lender’s Commitment and on such date such Defaulting Lender shall purchase
at par such of the Loans of the other Lenders (other than Swing Line) as the
Agent shall determine may be necessary in order for such Lender to hold such
Loans in accordance with its Pro Rata Part, and such Lender shall cease to
be a Defaulting Lender.





     Section 7. Base Rate Loans. Section 4.1.1 of the Agreement is hereby deleted in its entirety
and restated as follows:




Section 4.1.1. Base Rate Loans. On Base Rate Loans, Borrower
agrees to pay interest quarterly on the first day of each September,
December, March and June of each year, calculated on the basis of a year
consisting of 365/360 days with respect to the unpaid principal amount of
each Base Rate Loan from the date the proceeds thereof are made available to
Borrower until maturity (whether by acceleration or otherwise), at a varying
rate per annum equal to the lesser of (i) the Maximum Rate and (ii) the Base
Rate plus the Base Rate Margin. Past due principal, to the extent permitted
by law, shall bear interest, payable upon demand, at the lesser of (i) the
Maximum Rate and (ii) the default rate specified in the Notes.



     Section 8. Eurodollar Loans. Section 4.1.2 of the Agreement is hereby deleted in its entirety
and restated as follows:




Section 4.1.2. Eurodollar Loans. On Eurodollar Loans, Borrower
agrees to pay interest monthly on the last Business Day of each month
calculated on the basis of a year consisting of 360 days with respect to the
unpaid principal amount of each Eurodollar Loan from the date the proceeds
thereof are made available to Borrower until maturity (whether by
acceleration or otherwise), at a varying rate per annum equal to the lesser
of (i) the Maximum Rate and (ii) the Eurodollar Rate plus the Eurodollar Margin.
Past due principal, to the extent permitted by law, shall bear interest, payable on
demand, at the lesser of (i) the Maximum




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	 	 	 	Rate and (ii) the default rate specified in the Notes. Unless otherwise
requested by Borrower, upon the expiration of each Interest Period
applicable to Eurodollar Loans, the Borrower shall be deemed to have
elected to maintain all applicable Eurodollar Loans as Eurodollar Loans
with an Interest Period of one (1) month.





     Section 9. Facility Fees. Section 6.1 of the Agreement is hereby deleted in its entirety and
restated as follows:




	 	 	 	Section 6.1. Facility Fees. The Borrower shall pay to the Agent
for the benefit of the Lenders a facility fee of 0. 25% of the Commitment.
The foregoing facility fee shall be due and payable on the date hereof and,
the Borrower hereby authorizes the Agent to debit its account specified on
Schedule 6 attached hereto and maintained with Capital One for collection of
the foregoing facility fee.





     Section 10. Consolidated Net Worth. Section 12.7(b) of the Agreement, which provision
contains the Total Liabilities to Tangible Net Worth covenant, is hereby deleted. Section 12.7(b)
of the Agreement is hereby restated as follows:




	 	(b)	 	Consolidated Net Worth. At the end of each fiscal
quarter of Borrower, its Consolidated Net Worth shall be not less than
$170,000,000.00; provided, however, this Consolidated
Net Worth requirement will increase by fifty percent (50%) of net
income (if positive) for each subsequent quarter after the date of the
First Amendment, plus eight-five percent (85%) of the net proceeds
received by the Borrower from the issuance or sale of equity capital in
any subsequent quarter after the date of this First Amendment. The
term “equity capital” shall not include: (i) the purchase of stock in
the Borrower as a result of the exercise of employee stock options if
the Borrower repurchases such amount of stock within one hundred twenty
(120) days of the applicable exercise of such options or (ii) the
purchase of stock in the Borrower as a result of the Borrower’s
employee stock purchase plan if the Borrower repurchases such amount of
stock within one hundred twenty (120) days of the exercise of the
applicable plan of rights. This covenant will be tested by Agent on a
quarterly basis, commencing June 30, 2009.





     Section 11. Minimum Asset Coverage. Section 12.7(d) of the Agreement, which provision contains
the working capital ratio covenant requirement, is hereby deleted. Section 12.7(d) of the
Agreement is hereby restated as follows:




	 	(d)	 	Minimum Asset Coverage. At the end of each fiscal
quarter of the Borrower, its ratio of Minimum Asset Coverage shall be
not




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	 	 	 	less than l.20 to 1.00. This covenant will be tested quarterly
commencing June 30, 2009.





     Section 12. Revised Compliance Certificate. A revised Compliance Certificate is attached to
this First Amendment as Exhibit A.



     Section 13. Deposit and Operating Accounts. Section 12.11 of the Agreement is hereby deleted
in its entirety and restated as follows:




	 	 	 	Section 12.11. Deposit and Operating Accounts. The Borrower will
maintain and will cause each of the Guarantors and its Subsidiaries to
maintain primary deposit and operating accounts with Capital One or such
other Lender (or any one or more of them) acceptable to Borrower;
provided, however, the target of an Acquisition will be
allowed up to eighteen (18) months following such Acquisition to transfer
accounts to Capital One or such other Lender (or any one or more of them)
acceptable to Borrower.





     Section 14. Debts. Subpart (f) of Section 13.5 of the Agreement is hereby deleted in its
entirety and restated as follows:




	 	(f)	 	(i) Purchase Money Indebtedness subject to a maximum
aggregate principal amount at any time outstanding not in excess of
$1,250,000.00; (ii) additional unsecured Debt subject to a maximum
aggregate principal amount at any time outstanding not in excess of
$250,000.00; and (iii) Debt of any Person that becomes a Subsidiary
after the date hereof; provided, that such Debt exists at the
time such Person becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a
Subsidiary subject to a maximum aggregate principal amount at any
time outstanding not in excess of $250,000.00.





     Section 15. Investments Made In Connection With Any Acquisition. Subpart (h) of Section 13.6
of the Agreement is hereby deleted in its entirety and restated as follows:




	 	(h)	 	Investments made in connection with any acquisition by
the Borrower or a Subsidiary of stock or other equity interests (other
than directors’ qualifying shares) in, all or substantially all the
assets of, or all or substantially all the assets constituting a
division or line of business of, a Person; provided,
however, if the aggregate consideration for such Acquisition is
$10,000,000.00 or more (stock and/or cash consideration), (i) the
Borrower shall have given the Agent notice of such Acquisition at least
twelve (12) Business Days prior to the consummation of such
Acquisition, together with delivery to Agent of all pertinent
information regarding the Acquisition, including combined statements of




13









 






	 	 	 	Borrower and the target of such Acquisition as of the last quarter end,
combined covenant calculations as of the last quarter end of Borrower
and the target of such Acquisition, combined post-acquisition financial
projections for the next four (4) fiscal quarters, memorandum detailing
key reasons for the proposed Acquisition, including financial and
demographics, and any additional information specific to the proposed
Acquisition deemed necessary by the Agent and the Lenders in their sole
discretion; and (ii) the Agent (on behalf of the Required Lenders)
shall have given its prior consent to such Acquisition (which consent
shall not be unreasonably withheld or delayed) at least two (2)
Business Days prior to consummation of such Acquisition;





     Section 16. Amendment of Sections 3.1.4 and 15.10. Sections 3.1.4 and 15.10 of the Agreement
are hereby amended to replace all references to “Defaulting Bank” with references to “Defaulting
Lender”.



     Section 17. Amendment to Article XIV. Article XIV of the Agreement is hereby amended to
include the following new section as Section 14.3:




	 	 	 	Section 14.3 After Event of Default; Collections. Upon the
occurrence and during the continuance of an Event of Default, payments made
under this Agreement upon the occurrence and during the continuance of an
Event of Default (which has not been waived), all payments and other
amounts collected or received by the Agent or any Lender on account of the
Indebtedness (whether in an insolvency or bankruptcy case or proceeding or
otherwise) or any other amounts received in respect of the Collateral shall
be applied to the Indebtedness in the following order:






	 	(i)	 	to the Agent, in payment of fees and expenses accrued
and outstanding (including without limitation reasonable attorneys’
fees and expenses) incurred in enforcing rights of the Agent and
Lenders under the Loan Documents and to any advances by the Agent in
payment of same;
	 
	 	(ii)	 	to the Agent (for the ratable benefit of the Lenders)
in payment of fees, expenses and late charges accrued and outstanding
on the respective Indebtedness;
	 
	 	(iii)	 	to the Agent (for the ratable benefit of the Lenders)
in payment of interest accrued and outstanding on all of the
Indebtedness (including interest payable on Rate Management
Transactions);
	 
	 	(iv)	 	to the Agent (for the ratable benefit of the Lenders)
in payment of, on a pari passu basis (A) principal outstanding on the
Loans; and




14









 






	 	 	 	(B) payment or cash collateralization of 105% of the amounts
outstanding on Letters of Credit;
	 
	 	(v)	 	to the Agent (for the ratable benefit of the Lenders)
in payment of on a pari passu basis any settlement or breakage amounts
due on Rate Management Transactions;
	 
	 	(vi)	 	all other Indebtedness;
	 
	 	(vii)	 	to the Lenders in payment of other fees and expenses
accrued and outstanding (including reasonable attorneys’ fees and
expenses incurred in enforcing their rights under the Loan Documents)
and to any advances by the Lenders in payment of same; and
	 
	 	(viii)	 	any remaining amounts to the Persons entitled thereto, including the
Borrower;






	 	 	 	provided, that notwithstanding the foregoing, and subject to the
provisions of Section 3.1.7, any amounts of principal payable on the Loans
due to a Defaulting Lender following the occurrence and continuance of an
Event of Default shall be paid to the Administrative Agent as security for,
or repayment of, any amounts due by the Defaulting Lender to the Agent on
the Swing Line, Letters of Credit and/or Rate Management Transactions.





     Section 18. Amendment to Section 15.6. Section 15.6 of the Agreement is amended to
add the following new paragraph as the final paragraph of such section:




Notwithstanding anything to the contrary herein, 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 may be effected with the consent of all Lenders other than Defaulting
Lenders), except that (i) the Commitment of such Defaulting Lender may not be
increased or extended without the consent of such Lender and (ii) any amendment,
waiver or consent requiring the consent of all Lenders or each affected Lender that
by its terms affects any Defaulting Lender more adversely than other affected
Lenders shall require the consent of such Defaulting Lender.



     Section 19. Conditions of Effectiveness. This First Amendment shall become effective as of
the day and year first above written when and only when, the following conditions precedent are
satisfied (or waived in writing by the Agent):




	 	(a)	 	the Agent shall have received each of the following documents, in form and
substance satisfactory to the Agent, duly executed by all parties thereto
(collectively, the “Amendment Documents”):




15









 












	 	(i)	 	this First Amendment, executed by the Borrower and all
of the Lenders, and acknowledged and consented to by the Guarantors;
	 
	 	(ii)	 	an executed copy of the Notes; and
	 
	 	(iii)	 	an executed Joinder to Guaranty executed by all new Guarantors.






	 	(b)	 	the Agent shall have received a certificate from the Borrower, in form
satisfactory to the Agent, certifying as of the date of this First Amendment:






	 	(i)	 	the names and true signatures of the officers of
Borrower authorized to execute and deliver, in the name of and on
behalf of Borrower, this First Amendment and all documents and
instruments contemplated herein;
	 
	 	(ii)	 	copies of the resolutions (or similar authorizing
documents) of the board of directors of Borrower and Guarantors
approving and authorizing the execution, delivery and performance by
Borrower and Guarantors of this First Amendment; and
	 
	 	(iii)	 	other documents and matters as the Agent may reasonably
request;






	 	(c)	 	the Borrower shall have paid all reasonable accrued and unpaid fees, costs and
expenses of the Agent and the Lenders in connection with this First Amendment and any
other agreements, instruments or documents related hereto, and the transactions
contemplated hereby and thereby to the extent due and payable, including, without
limitation, the reasonable fees and out of pocket expenses of legal counsel for the
Agent; and
	 
	 	(d)	 	the Agent and each Lender shall have received copies of all other documents,
instruments and certificates which the Agent, any Lender or its or their counsel may
reasonably request in connection herewith.





     Section 20. Representations and Warranties. The Borrower hereby represents and warrants to
the Agent and the Lenders as follows:




	 	(a)	 	The Borrower is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.
	 
	 	(b)	 	The execution, delivery and performance by Borrower of this First Amendment is
within Borrower’s general corporate powers, has been duly authorized by all necessary
action on the part
of Borrower and does not contravene (i) Borrower’s articles of incorporation and
bylaws, or (ii) any Governmental Requirement or any contractual obligation binding
on or affecting Borrower or any of its assets or properties, or result in, or
require, the creation or imposition of any Encumbrance or other charge, encumbrance
or preferential arrangement of any nature (other than pursuant to the Collateral
Documents) upon or with respect to any of the properties now owned or hereafter
acquired by Borrower.




16









 






	 	(c)	 	No authorization, approval or other action by, and no notice to or filing with,
any Governmental Authority is required for the due execution, delivery and performance
by Borrower of this First Amendment.
	 
	 	(d)	 	This First Amendment constitutes the legal, valid and binding obligations of
Borrower, enforceable against Borrower in accordance with its respective terms.
	 
	 	(e)	 	The Collateral Documents create valid and perfected first priority (subject to
Permitted Encumbrances) security interests and Encumbrances in and to the Collateral
covered thereby, enforceable against all third parties in all jurisdictions, to secure
the payment and performance of the Indebtedness, including the renewed Line of Credit
and Revolving Notes. The execution, delivery and performance of this First Amendment
and the other Amendment Documents do not and will not adversely affect the Encumbrances
created under any of the Collateral Documents.
	 
	 	(f)	 	Prior to giving effect to this First Amendment, no Default exists, and (ii)
after giving effect to this First Amendment no Default will exist, under the Agreement
or any other Loan Document.
	 
	 	(g)	 	The representations and warranties made by Borrower in the Agreement and the
other Loan Documents are true and correct on the date hereof, before and after giving
effect to the effectiveness of this First Amendment, as if made on and as of such date
(except to the extent such representations and warranties relate, by their terms, to a
specific earlier date, in which case they shall be true and correct on and as of such
earlier date).
	 
	 	(h)	 	There is no pending or threatened action or proceeding affecting Borrower or
any of its Subsidiaries before any Governmental Authority which may materially
adversely affect the financial condition or operations of Borrower or any such
Subsidiary or which purports to affect the legality, validity or enforceability of this
First Amendment or any other Loan Document (as amended hereby).





     Section 21. Reference to and Effect on the Loan Documents.




	 	(a)	 	Upon the effectiveness of this First Amendment, on and after the date hereof
each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Agreement, and each reference in the other Loan Documents
to “the Agreement”, “thereunder”, “thereof” or words of like import referring to the
Agreement, shall mean and be a reference to the Agreement as amended hereby.
	 
	 	(b)	 	Except as specifically amended above, the Agreement and all other Loan
Documents, and the Encumbrances created under the Collateral Documents, are and shall
continue to be in full force and effect in accordance with their respective terms and
are hereby in all respects ratified and confirmed by Borrower. Without limiting the
generality of the foregoing, the




17









 







	 	 	 	Collateral Documents and all of the Collateral
described therein do and shall continue to secure the payment and performance of all
Indebtedness under the Agreement and the other Loan Documents.
	 
	 	(c)	 	The execution, delivery and effectiveness of this First Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or remedy
of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.





         Section 22. Costs, Expenses and Taxes. The Borrower hereby agrees to pay on demand all costs
and expenses of the Agent and any Lender in connection with the preparation, negotiation, execution
and delivery of this First Amendment and any other agreements, instruments and documents to be
negotiated, reviewed, executed or delivered hereunder or thereunder or in connection herewith or
therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of legal
counsel for the Agent with respect thereto and with respect to advising the Agent and the Lenders
as to its and their respective rights and responsibilities hereunder and thereunder (which fees and
expenses, as to legal counsel of the Agent, shall be paid directly to legal counsel of the Agent
upon presentation of an invoice for legal services rendered). The Borrower hereby further agrees
to pay on demand all costs and expenses, if any (including, without limitation, reasonable legal
counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this First Amendment and the other agreements, instruments and
documents to be negotiated, reviewed, executed or delivered hereunder and thereunder or in
connection herewith and therewith, including, without limitation, reasonable fees and expenses of
legal counsel in connection with the enforcement of rights under this Section 20.



        Section 23. Confirmation of Guaranty. The Borrower hereby acknowledges that in connection
with and as required by the Agreement, the Borrower as Manager of certain of its Subsidiaries, has
executed the Guaranty on behalf of such Subsidiaries (either as a Guaranty by such affected
Subsidiaries or, in some cases, as a Guaranty by certain other entities in which Borrower or one of
its Subsidiaries has an equity ownership interest). The Borrower, on behalf of such Guarantors,
hereby ratifies and confirms the executed Guaranty and acknowledges that the Guaranty continues to
solidarily secure the Indebtedness, including the renewed Line of Credit and Revolving Notes.



        Section 24. Further Assurances. The Borrower covenants and agrees from time to time, as and
when requested by the Agent or the Lenders, to execute and deliver or cause to be executed or
delivered, all such documents, instruments and agreements and to take or cause to be taken such
further or other action as the Agent or the Lenders may reasonably deem necessary or desirable in
order to (a) carry out the intent and purposes of this First Amendment, the Agreement and the other
Loan Documents, (b) exercise and enforce any rights and remedies under this First Amendment, the
Agreement and the other Loan Documents, and (c) perfect, preserve and protect the validity,
effectiveness and priority of the security interests and Encumbrances in and to the Collateral
created by the Collateral Documents.



18









 





     Section 25. AMENDMENTS. THE AGREEMENT AND THIS FIRST AMENDMENT ARE CREDIT OR LOAN AGREEMENTS
AS DESCRIBED IN LA. R.S. 6:§1121, ET SEQ. THERE ARE NO ORAL AGREEMENTS AMONG LENDERS OR AGENT AND
THE BORROWER. THE AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN DOCUMENTS SET
FORTH THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ALL PRIOR WRITTEN AND ORAL UNDERSTANDINGS BETWEEN THE PARTIES, WITH RESPECT TO THE MATTERS HEREIN
AND THEREIN SET FORTH. THE AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, CANNOT BE MODIFIED OR
AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY ALL THE PARTIES.



     Section 26. Waiver of Defenses, Release of Claims and Covenant Not to Sue. As a material
inducement to the Agent and the Lenders to enter into this First Amendment, the Borrower, for and
on behalf of itself and each Guarantor and Subsidiary and their respective officers, directors,
members, partners, shareholders and managers, (a) does hereby release, acquit, satisfy and forever
discharge the Agent and the Lenders and their officers, directors, shareholders, and affiliates
(collectively, the “Released Parties”) from any and all liabilities, obligations, expenses,
damages, judgments, actions, claims, demands and causes of action of any kind or nature, whether at
law or in equity, whether now accrued or hereafter maturing and whether known or unknown, which
Borrower (and for
any Guarantor or Subsidiary) now has or hereafter may have by reason of any action, inaction,
matter, cause or thing, occurring on or prior to the date of this First Amendment, arising out of,
in connection with or relating to this First Amendment, the Collateral, the Collateral Documents,
the Indebtedness, the Notes, or the Loan Documents (collectively, “Released Claims”) and (b) does
hereby covenant and agree never to institute or cause to be instituted or continue prosecution of
any suit or other action or proceeding of any kind or nature against the Released Parties, by
reason of or in connection with any Released Claim; provided, however, that the
foregoing release and covenant not to sue shall not apply to any claims arising after the date of
this First Amendment with respect to acts or events that occur after the date of this Waiver.



     Section 27. Governing Law: Counterparts. This First Amendment shall be governed by and
construed in accordance with the laws of the State of Louisiana. This First Amendment may be
executed in any number of counterparts, all of which counterparts, when taken together, shall
constitute one and the same instrument.



     Section 28. Continued Effect. Except as expressly modified herein, the Agreement, as amended
by this First Amendment, shall continue in full force and effect. The Agreement, as amended by
this First Amendment, is hereby ratified and confirmed by the parties hereto.



     Section 29. Resolutions/Consents. The Borrower hereby certifies to the Agent and the Lenders
that all authorizations, consents, and resolutions previously delivered to Lender in connection
with the Agreement remain in effect and the Agent and the Lenders may continue to rely on same.



19









 





     Section 30. Updated Disclosure Schedules. The Borrower hereby confirms the accuracy of the
Schedules attached to the Agreement, except that the following Schedules are hereby updated and
attached to this First Amendment: Schedules 1.1(a); 1.1(b); 6; 11.3; 13.4; 13.5; 13.6; and 13.8.



(The remainder of this page intentionally left blank)





20









 








     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	Borrower:

LHC GROUP, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Peter J. Roman 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	Agent:

CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	Grant Guillotte 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	Lenders:



CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	Line of Credit	By:  	 	 
	Loan Commitment:  $30,000,000.00	 	Name:  	Grant Guillotte 	 
	Percentage: 40.0 %	 	Title:  	Vice President 	 
	 
	 	FIRST TENNESSEE BANK, NATIONAL ASSOCIATION

 	 
	Line of Credit 	By:  	 	 
	Loan Commitment:  $17,500,000.00	 	Name:  	 	 
	Percentage: 23.333%	 	Title:  	 	 
	 
	 	BRANCH BANKING AND TRUST COMPANY,

a national banking association

 	 
	Line of Credit 	By:  	 	 
	Loan Commitment:  $27,500,000.00	 	Name:  	 	 
	Percentage: 36.666%	 	Title:  	 	 
	 



(Signature Page of First Amendment and Restated Credit Agreement)





 











 





Exhibit “A”




COMPLIANCE CERTIFICATE



 





Date




Capital One, National Association, as Agent

P. O. Box 3847

Lafayette, LA 70502

Attn: Mr. Grant Guillotte




Dear Mr. Guillotte:




          This Compliance Certificate is submitted pursuant to the requirements of that certain Amended
and Restated Credit Agreement dated as of June 12, 2008, by and among LHC Group, Inc. (the
“Borrower”), Capital One, National Association, as Agent, and the Lenders, as amended by First
Amendment thereto dated June 15, 2009 (as so amended, the “Credit Agreement”).




          Under the appropriate paragraphs of the Credit Agreement, we certify that, to the best of our
knowledge and belief, no condition, event, or act which, with or without notice or lapse of time or
both, would constitute an Event of Default under the terms of the Credit Agreement, has occurred
during the 3 month period ending                                          (the “Reporting Period”). Also, to the
best of our knowledge, the Borrower and each Guarantor have complied with all provisions of the
Credit Agreement.




          Additionally, the Borrower submits the following financial information for the Reporting
Period in accordance with the financial covenants and ratios contained in the Credit Agreement.





	 	I.	 	MINIMUM FIXED CHARGE COVERAGE (Tested Quarterly on rolling 4 quarters  basis)





	 	 	 	 	 
	(a) Borrower’s EBITDA
	 	$	                    	 
	 
	(b) Borrower’s consolidated lease/rent expense
	 	$	                    	 
	 
	(c) Borrower’s consolidated unfinanced capex
	 	$	                    	 
	 
	(d) Sum
of (a) + (b) – (c)
	 	$	                    	 
	 
	(e) Sum of consolidated prior period current maturities
of long term debt
	 	$	                    	 
	 
	(f) Interest Expense
	 	$	                    	 
	 
	(g) Lease/rent expense
	 	$	                    	 
	 
	(h) Cash taxes
	 	$	                    	 
	 
	(i) Sum of (e) + (f) + (g) + (h)
	 	$	                    	 
	 
	Ratio (d to i)
	 	___ to 1.00
	 
	Minimum Fixed Charge Coverage
	 	1.50 to 1.00






 









 







	 	II.	 	CONSOLIDATED NET WORTH (Tested Quarterly)





	 	 	 	 	 
	(a) Borrower’s Consolidated Net Worth as of                     
	 	$	                                        	 
	 
	(b) 50% of net income (if positive) for each quarter after 6-30-09
	 	$	                                        	 
	 
	(c) 85% of the net proceeds to Borrower from any equity capital
transaction after 6-30-091
	 	$	                                        	 
	 
	(d) Sum of (a)+(b)+(c)
	 	$	                                        	 
	 
	(e) Minimum consolidated net worth required as of
June 30, 2009
	 	$	170,000,000.00	 
	 
	(f) Minimum consolidated net worth required after
June 30, 2009
	 	$	170,000,000.00 +(b)+(c)	 







	III.	 	LEVERAGE RATIO
	 	 	(Tested Quarterly on a rolling four quarters basis)





	 	 	 	 	 
	(a) Borrower’s EBITDA
	 	$	                    	 
	 
	(b) Sum of senior funded Debt of Borrower and
Subsidiaries to Lenders
(or any of them) plus interest expense
	 	$	                    	 
	 
	Ratio (a to b)
	 	___ to 1.00
	 
	Maximum Senior Funded Debt to EBITDA permitted
	 	2.50 to 1.00







	 	IV.	 	MINIMUM ASSET COVERAGE (Tested Quarterly)





	 	 	 	 	 
	(a) Borrower’s total accounts receivable as of                    
	 	$	                    	 
	 
	(b) Allowance for uncollectible accounts
	 	$	                    	 
	 
	(c) (a) less (c)
	 	$	                    	 
	 
	(d) Outstanding Debt as of                     
	 	$	                    	 
	 
	Ratio ((c) to (d))
	 	____ to 1.00
	 
	Minimum Ratio Required
	 	1.20 to 1.0








 




			
	1.	 	Equity capital includes (i) the purchase of stock in Borrower resulting from exercise of stock
options if Borrower repurchases such stock within 120 days of exercise of option and (ii) purchase
of stock in Borrower as a result of Borrower’s employee stock purchase plan if Borrower repurchases
such stock within 120 days of the exercise of applicable plan rights.




 









 











	 	V.	 	ACQUISITIONS






(a) Borrower or a Guarantor have entered into the following Acquisitions:




 





 





(b) Attached hereto as Exhibit A are original copies of the Joinder Agreement to the
Guaranty executed by such new Subsidiaries acquired pursuant to the Acquisitions set forth in
V(a) above.




(c) Attached hereto as Exhibit B are the Operating Agreement (or similar document),
Certificate of Formation (or similar document), Resolutions and Good Standing Certificate for
each new Guarantor.



	 	 	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LHC GROUP, INC.	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 











 









     The schedules to the First Amendment have been omitted from the First Amendment as
filed. The registrant agrees to furnish a copy of such omitted schedules supplementally to the
Commission upon request.