0001193125-14-286327 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services • New York

Intercreditor Agreement (this “Agreement”), dated as of July 28, 2014, among JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), AMEDISYS, INC. and AMEDISYS HOLDING, L.L.C. (collectively, the “Borrower”) and each of the other Loan Parties (as defined below) party hereto.

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THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services

This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of May 1, 2014, by and among Amedisys, Inc., a Delaware corporation (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”), and Michael O. Fleming, MD, a person of the age of majority (“Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services

This Third Amendment to Employment Agreement (this “Amendment”) is entered into as of May 1, 2014, by and among Amedisys, Inc., a Delaware corporation (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”), and Ronald A. LaBorde, a person of the age of majority (“Executive”).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services

This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of May 1, 2014, by and among Amedisys, Inc., a Delaware corporation (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”), and Jeffrey D. Jeter, a person of the age of majority (“Executive”).

SECOND LIEN CREDIT AGREEMENT among AMEDISYS, INC. and AMEDISYS HOLDING, L.L.C., as Borrowers, THE LENDERS PARTY HERETO, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent Dated as of July 28, 2014 KKR CAPITAL MARKETS LLC, as Sole Lead...
Credit Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services • New York

THIS SECOND LIEN CREDIT AGREEMENT, dated as of July 28, 2014, is among AMEDISYS HOLDING, L.L.C. (“Co-Borrower”), AMEDISYS, INC. (the “Lead Borrower”, together with the Co-Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of July 28, 2014 (the “Effective Date”), is entered into by and among AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (the “Co-Borrower”), AMEDISYS, INC., a Delaware corporation (the “Lead Borrower”, together with the Co-Borrower, the “Borrowers”), each of the Subsidiaries of the Borrowers listed on the signature pages hereof (the “Guarantors”), each of the Lenders (as such term is hereafter defined) party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).

SECOND LIEN SECURITY AND PLEDGE AGREEMENT dated as of July 28, 2014, among AMEDISYS, INC., AMEDISYS HOLDING, L.L.C., THE GUARANTORS PARTY HERETO, and CORTLAND CAPITAL MARKET SERVICES LLC, not in its individual capacity, but solely as Administrative Agent
Second Lien Security and Pledge Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services • New York

THIS SECOND LIEN SECURITY AND PLEDGE AGREEMENT (this “Agreement”) dated as of July 28, 2014, is among AMEDISYS HOLDING, L.L.C. (“Co-Borrower”), AMEDISYS, INC. (the “Lead Borrower”, together with the Co-Borrower, the “Borrowers”), the Guarantors party hereto (together with the Borrowers, the “Debtors”), and CORTLAND CAPITAL MARKET SERVICES LLC, not in its individual capacity, but solely as collateral agent for the Lenders and the other Secured Parties (as such terms are defined herein) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2014 • Amedisys Inc • Services-home health care services

This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of May 1, 2014, by and among Amedisys, Inc., a Delaware corporation (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company (“Holding”), and David R. Bucey, a person of the age of majority (“Executive”).

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