AMENDMENT TO ASSET PURCHASE
AGREEMENT
This First Amendment to Asset
Purchase Agreement (“ Amendment ”) is made and
entered into effective this 31st day of January, 2004 by and
between Amedisys, Inc., a Delaware corporation, and/or those wholly
owned (directly or indirectly) individual subsidiaries of Amedisys,
Inc. to which it assigns its rights under the Asset Purchase
Agreement referenced below prior to the Closing as Purchaser
(hereinafter referred to collectively as “ Purchaser
”) and the individual entities executing this Amendment on
the execution page, attached, as Seller (hereinafter referred to
collectively as “ Seller ”). Purchaser and
Seller are referred to at times in this Amendment as a
“Party” and collectively as the
“Parties.”
RECITALS
W HEREAS , Purchaser and Seller entered into that certain
Asset Purchase Agreement dated January 4, 2003 (the “
Agreement ”); and
W HEREAS , the
Agreement currently does not address the use by Purchaser of the
“St. Mary’s” name at St. Mary’s Hospital
Home Health, which name is subject to a prior license agreement
between Seller and a third party; and
W HEREAS , the
Parties have agreed to modify the Closing dates on which certain of
the Agencies will be transferred by Seller to Purchaser;
and
W HEREAS , the
Parties are in agreement that Purchaser has completed its due
diligence with respect to the Business as of January 29, 2004 and
such due diligence did not yield results inconsistent in any
material respect with Seller’s representations and warranties
in Section 5 of the Agreement or financial results that have
had a Material Adverse Effect with respect to the Agencies as of
such date, and as such, due diligence is no longer a condition to
Purchaser’s obligation to purchase the Assets under
Section 8.10 of the Agreement; and
N OW T HEREFORE , the
Parties, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as
follows:
1. Section 1.02.0l (ii) of
the Agreement is amended and restated as follows:
(ii) For Agencies that currently
utilize a trade name containing the name of a Seller hospital
(other than the Tenet name)—For a period of 180 days
following the effective date hereof, Purchaser shall be entitled to
utilize the Agencies’ pre-transaction trade name solely as a
parenthetical reference to its former name following
Purchaser’s new trade name for the Agency as follows
(e.g., if an agency was conducting business prior to the
transaction under the trade name of “Hospital Home
Health,” Purchaser may continue to conduct business as
“Purchaser Home Health, an Amedisys Company” (formerly
“Hospital Home Health”) for a period of 180 days);
provided, however, that Purchaser may not use, even in a
parenthetical reference, the name “St. Mary’s”
with respect to the Agency currently doing business as St.
Mary’s Hospital Home Health.
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