SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

Exhibit 4.6.3

SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “ Amendment ”), dated as of February 16, 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 ”).

WITNESSETH

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 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 did not deliver to the Administrative Agent the October, November and December monthly financial statements, in violation of Section 5.1(c) of the Credit Agreement (the “ Section 5.1(c) Event of Default ”);

WHEREAS , the Credit Parties did not comply with Section 5.9(c) for the period ended December 31, 2005 (the “ Section 5.9(c) Event of Default ”);

WHEREAS , the Credit Parties did not give timely written notice to the Administrative Agent of the Section 5.1(c) Event of Default or the Section 5.9(c) Event of Default, in violation of Section 5.7(a) of the Credit Agreement (the “ Section 5.7(a) Event of Default ”; and together with the Section 5.1(c) Event of Default, and the Section 5.9(c) Event of Default, the “ Acknowledged Events of Default ”);

WHEREAS , the Credit Parties have requested a $5,000,000 increase to the Revolving Committed Amount and a $4,000,000 increase to the LOC Committed Amount;

WHEREAS , the Credit Parties have requested the requisite Lenders (a) waive the Acknowledged Events of Default and (b) amend certain other provisions of the Credit Agreement; and

WHEREAS , the requisite Lenders are willing to waive the Acknowledged Events of Default and to make such amendments to the Credit Agreement, in each case 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

WAIVER

1.1 Waiver of Acknowledged Events of Default . Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive, on a one-time basis, the Acknowledged Events of Default; provided that the Section 5.9(c) Event of Default shall only be waived if Consolidated Capital Expenditures, as reported in the Borrower’s audited financial statements for the fiscal year ended December 31, 2005, are less than or equal to $12,500,000.

1.2 Effectiveness of Waiver . The waiver set forth in Section 1.1 shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default other than as specifically waived herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (b) affect the right of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement, except as specifically modified or waived by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

2.1 Amendment to Section 1.1 . The definition of “Cash Equivalents” in Section 1.1 of the Credit Agreement is hereby amended by adding a new clause (vii) to read as follows and by making the appropriate grammatical and punctuation changes thereto:

(vii) money market funds compliant with Rule 2a-7 of the Securities Exchange Act which consist primarily of cash and cash equivalents set forth in clauses (i) through (vi) above.

2.2 Amendment to Section 1.1 . The definition of “Consolidated Capital Expenditures” in Section 1.1 of the Credit Agreement is hereby amended by adding a new clause (iv) to read as follows and by making the appropriate grammatical and punctuation changes thereto:

(iv) capital expenditures made both pursuant to and at the time of a Permitted Acquisition.

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2.3 Amendment to Section 1.1 . The definition of “LOC Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ LOC Commitment ” shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender’s LOC Commitment as specified on Schedule 2.1(a) or in the Register, as such amount may be reduced from time to time in accordance with the provisions hereof.

2.4 Amendment to Section 1.1 . The definition of “LOC Committed Amount” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ LOC Committed Amount ” shall mean, collectively, the aggregate amount of all of the LOC Commitments of the Lenders to issue and participate in Letters of Credit as referenced in Section 2.3 and, individually, the amount of each Lender’s LOC Commitment as specified on Schedule 2.1(a) or in the Commitment Transfer Supplement.

2.5 Amendment to Section 1.1 . The definition of “Revolving Commitment Percentage” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Revolving Commitment Percentage ” shall mean, for each Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) , as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c).

2.6 Amendment to Revolving Committed Amount . The Revolving Committed Amount in Section 2.1(a) of the Credit Agreement is hereby increased to thirty million dollars ($30,000,000).

2.7 Amendment to Letter of Credit Subfacility . The LOC Committed Amount in Section 2.3(a) of the Credit Agreement is hereby increased to five million dollars ($5,000,000).

2.8 Amendment to Schedule 2.1(a) . Schedule 2.1(a) is hereby added to the Credit Agreement in the form as set forth on Appendix A to this Amendment.

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2.9 Amendment to Section 5.9(c) . Section 5.9(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) Maximum Consolidated Capital Expenditures . Consolidated Capital Expenditures during the twelve month period ending as of the last day of each fiscal quarter during the periods set forth below shall not exceed the lesser of (i) 3.0% of the aggregate revenues of the Borrower and its Subsidiaries for such twelve month period and (ii) the amount set forth below corresponding to such fiscal quarter: