Livingston Title:
Senior Vice President
AMEDISYS, INC.
AMEDISYS HOLDING, L.L.C.
AMENDED AND RESTATED CREDIT AGREEMENT
BOKF, NA DBA BANK OF TEXAS,
as a Lender
By:
/s/ Chris Frey
Name:
Chris Frey Title:
AVP, Commercial Banking
AMEDISYS, INC.
AMEDISYS HOLDING, L.L.C.
AMENDED AND RESTATED CREDIT AGREEMENT
Schedule 1.01(a)
Certain Addresses for Notices
[Intentionally Omitted]
Schedule 1.01(b)
Commitments and Applicable Percentages
[Intentionally Omitted]
Schedule 1.01(c) Existing Letters of Credit
[Intentionally Omitted]
Schedule 1.01(d)
Responsible Officers
[Intentionally Omitted]
Schedule 5.10 - Insurance
[Intentionally Omitted]
Schedule 5.19(a)
Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
[Intentionally Omitted]
Schedule 5.19(b)
Loan Parties
[Intentionally Omitted]
Schedule 5.20(b)
Intellectual Property
[Intentionally Omitted]
Schedule 5.20(c) - Deposit & Securities Accounts
[Intentionally Omitted]
Schedule 5.20(d) Real Properties
[Intentionally Omitted]
Schedule 5.22
Health Care Laws
[Intentionally Omitted]
Schedule 7.01
Existing Liens
[Intentionally Omitted]
Schedule 7.02
Existing Indebtedness
[Intentionally Omitted]
Schedule 7.03
Investments
[Intentionally Omitted]
Schedule 7.08
Transactions with Affiliates
[Intentionally Omitted]
EXHIBIT A
[Form of] Assignment and Assumption
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, modified, extended,
restated, replaced, or supplemented from time to time, the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (a) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other Loan Documents in the amount[s] and equal to the percentage
interest[s] identified below of all the outstanding rights and obligations under
the respective facilities identified below (including, without limitation, the
[Letters of Credit and the Swingline Loans] included in such facilities5) and
(b) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other Loan Documents or the loan transactions