PURCHASE AND SALE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

BY AND AMONG

AMEDISYS, INC.,

AMEDISYS TLC ACQUISITION, L.L.C.,

TLC HEALTH CARE SERVICES, INC.,

THE MINORITY SECURITYHOLDERS OF TLC HEALTH CARE SERVICES, INC.,

TLC HOLDINGS I CORP.,

AND

THE SECURITYHOLDERS OF TLC HOLDINGS I CORP.

DATED AS OF FEBRUARY 18, 2008

TABLE OF CONTENTS

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iii

TABLE OF EXHIBITS AND SCHEDULES

iv

Exhibits

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “ Agreement ”) dated as of the 18th day of February, 2008 (the “ Effective Date ”), by and among Amedisys, Inc., a Delaware corporation (the “ Buyer Parent ”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “ Buyer Company ”), TLC Health Care Services, Inc., a Delaware corporation (the “ TARGET ”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “ TARGET Minority Securityholders ”), TLC Holdings I Corp., a Delaware corporation (“ Holdco ”), and the shareholders of Holdco, as set forth on Exhibit A1 (the “ Holdco Securityholders ”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “ Sellers ,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “ Parties ” or singly as a “ Party ”.

WHEREAS , the TARGET Minority Securityholders and Holdco own 100% of the issued and outstanding shares of the TARGET’s common stock, $0.01 par value per share (the “ TARGET Shares ”);

WHEREAS , the Holdco Securityholders own 100% of the issued and outstanding shares of Holdco’s voting and non-voting common stock, $0.01 par value per share (the “ Holdco Shares ” and, collectively with the TARGET Shares held by the TARGET Minority Securityholders, the “ Purchased Shares ”);

WHEREAS , each of the Sellers owns (i) that number of TARGET Shares set forth opposite such Seller’s name under the heading “Number of Shares Issued” on Exhibit A , (ii) that number and type (voting or non-voting) of Holdco Shares set forth opposite such Seller’s name under the heading “No. of Shares “ on Exhibit A1 , (iii) that number of options to acquire TARGET Shares (along with the holders of Options to acquire the TARGET’s common stock listed on Exhibit A1 who are not Sellers, the “ Options ”) set forth opposite such Seller’s name under the heading “Fully Vested Stock Options at Closing” on Exhibit A ; and

WHEREAS , (i) the Sellers desire to sell to the Buyer Company, and the Buyer Company desires to purchase from the Sellers, all of the Purchased Shares, and (ii) with funds provided by the Buyer Company, the Buyer Company desires the TARGET to cancel the Options and the Warrants, in each case on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

ARTICLE I.

DEFINITIONS AND DEFINITIONAL PROVISIONS

Section 1.1 Defined Terms

“ Accounting Firm ” has the meaning Section 3.1(d)(vi) specifies.

“ Accounting Policies ” has the meaning Section 3.1(d)(iii) specifies.

“ Actual Cash ” has the meaning Section 3.1(e)(ii) specifies.

“ Actual Indebtedness ” has the meaning Section 3.1(e)(iii) specifies.

“ Actual Transaction Expenses ” has the meaning Section 3.1(e)(iv) specifies.

“ Actual Working Capital ” has the meaning Section 3.1(e)(i) specifies.

“ Acquisition Proposal ” has the meaning Section 9.10 specifies.

“ Affiliate ” means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified Person. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of Capital Stock of that Person, by contract or otherwise).

“ Agencies ” means, collectively, the respective home health care and hospice, if applicable, agency operating locations, including branch offices, subunits and drop sites, owned by the TARGET, its Subsidiaries and the Franchisees, the individual addresses of which are listed on Schedule 1.1.1 .

“ Agreement ” means this Agreement, including all Schedules and Exhibits to this Agreement.

“ Assets to be Divested ” has the meaning set forth in Section 3.2(d).

“ Business ” means the home healthcare and hospice businesses of the TARGET and its Subsidiaries that provide, directly or through the Franchisees, home health or hospice services to patients covered by Medicare, Medicaid, CHAMPUS and TriCare and all other similar Federal health care programs or state or local governmental programs, including state Medicaid waiver programs, Medicare or Medicaid managed care programs such as Medicare Advantage, commercial or private health care and/or hospice insurance programs, employer self-funded ERISA plans, trusts, or programs, preferred provider organization programs, Medigap, Medicare supplemental plans, and to other private payor patients, as presently carried on by the TARGET, its Subsidiaries and the Franchisees.

“ Buyer Company ” has the meaning the Preamble specifies.

“ Buyer Indemnitees ” has the meaning Section 10.2 specifies.

“ Buyer Parent ” has the meaning the Preamble specifies.

“ Cap ” means an amount equal to four percent (4%) of the Purchase Price.

“ Capital Stock ” means, with respect to: (i) any corporation, any share, or any depositary receipt or other certificate representing any share, of an equity ownership interest in that corporation; and (ii) any other Entity, any share, membership, joint venture, partnership or other ownership interest, unit of participation or other equivalent (however designated) of an equity interest in that Entity.

“ Cash ” shall mean the consolidated cash and cash equivalents of the TARGET and its Subsidiaries computed, as of the applicable date, in accordance with GAAP.

“ Cash Compensation ” means, as applied to any employee, nonemployee director or officer of the TARGET or any of its Subsidiaries, the wages, salaries, bonuses (discretionary and formula), fees and other cash compensation paid or payable by the TARGET or any of its Subsidiaries to that employee.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“ Change of Control Payments ” shall mean any change of control payment due and owing to the Senior Management resulting from the purchase of the Purchased Shares as set forth on Schedule 3.1(a).

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“ Change of Control Payment Amount ” shall mean the sum of all Change of Control Payments set forth on Schedule 3.1(a) and deducted from the Purchase Price.

“ Charter Documents ” means, with respect to any Entity at a specific time, in each case as amended, modified and supplemented at such time, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of that Entity, (ii) the bylaws or limited liability company agreement or regulations (or the equivalent governing documents) of that Entity and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that Entity’s Capital Stock or of any rights in respect of that Entity’s Capital Stock.

“ CHOW ” has the meaning Section 9.8(b) specifies.

“ Claim ” has the meaning Section 9.11(a) specifies.

“ Closing ” has the meaning Section 4.1 specifies and shall be effective at 12:01 a.m. on the Closing Date.

“ Closing Date ” has the meaning Section 4.1 specifies.

“ CMS ” means the Centers for Medicare and Medicaid Services.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Conditions of Participation ” means conditions established by CMS or applicable state agencies for eligibility to participate in its/their home health care and/or hospice programs.

“ Confidential Information ” means, with respect to any Person, all trade secrets and other confidential, nonpublic or proprietary information prepared for, or by or on behalf of, that Person including any such information derived from reports, investigations, research, studies, work in progress, codes, marketing, sales or service programs, customer lists, records relating to past service provided to customers, capital expenditure projects, cost summaries, equipment or production system designs or drawings, pricing formulae, contract analyses, financial information, projections, present business plans, agreements with vendors, joint venture agreements, confidential filings with any Governmental Authority.

“ Contractual Commitment ” has the meaning Section 7.20(a) specifies.

“ Copyrights ” has the meaning Section 7.18(a) specifies.

“ Damage ” to any specified Person means any loss, cost, damage, expense (including reasonable fees and actual disbursements by attorneys, consultants, experts or other Representatives, including Litigation costs), fine of, penalty on, or liability of any other nature of that Person; provided, however, that the term “Damage” shall not include loss of earnings or profits or any consequential, exemplary, punitive or treble damages of such Person. Notwithstanding any other provisions of this Agreement, for purposes of Article X of this Agreement, in calculating the amount of Damages arising from a breach of any representations, warranties, and covenants contained in this Agreement which is qualified by the words “Material” “Materiality” or “Material Adverse Effect” or similar terms, or by a specific dollar threshold, such Damages shall be calculated as if such qualifier or threshold were not contained therein, it being understood that the exclusion of such qualifier or threshold shall apply solely for the purposes of calculation of Damages, and not for the purpose of determining whether or not a breach has occurred.

“ Deductible ” means $1,000,000.

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“ Derivative Securities ” of a specified Entity means any Capital Stock, debt security or other Indebtedness of the specified Entity or any other Person which is convertible into or exchangeable for, or any option, warrant or other right to acquire (i) any unissued Capital Stock of the specified Entity or (ii) any Capital Stock of the specified Entity which has been issued and is being held by the Entity directly or indirectly as treasury Capital Stock.

“ DHHS ” means U.S. Department of Health and Human Services.

“ Disclosure Schedule ” has the meaning the first paragraph of Article VI specifies.

“ Dispute Resolution Procedure ” has the meaning Section 3.1(d)(vi) specifies.

“ Divested Asset Proceeds ” has the meaning set forth in Section 3.2(d).

“ DMERC ” means any Durable Medical Equipment Regional Carrier to which the Seller may submit claims for reimbursement for durable medical equipment and any successor thereto, whether referred to as a DMERC or DME-MAC (Durable Medical Equipment Medicare Administrative Contractor).

“ Effective Date ” has the meaning set forth in the preface above.

“ Employee Policies and Procedures ” means the TARGET’s or any Subsidiary’s current written employee manuals and Material policies, procedures and work-related rules that apply to the TARGET’s or any Subsidiary’s employees.

“ Employment Agreement ” means any agreement to which the TARGET or any of its Subsidiaries is currently a party (or under which any of them has continuing obligations to an employee) that relates to the employment of an employee of TARGET or any of its Subsidiaries, including all employee leasing agreements and/or agreements which restrict competition with the TARGET or any of its Subsidiaries in relation to the Business.

“ Entity ” means any sole proprietorship, corporation, partnership of any kind having a separate legal status, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company or joint venture.

“ Environmental Laws ” means any and all Legal Requirements relating to the environment or public or worker health or safety, including ambient air, surface water (including without limitation water management and runoff), land surface or subsurface strata, or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (including without limitation radioactive waste, nuclear waste, Solid Wastes, Hazardous Wastes or Hazardous Substances) or noxious noise or odor into the environment, or otherwise relating to the treatment, storage, or disposal, recycling, removal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic, hazardous or medical substances or wastes (including without limitation petroleum, petroleum distillates, asbestos or asbestos containing material, volatile organic compounds and polychlorinated biphenyls). Such “Environmental Laws” include, without limitation, the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act (OSHA), the OSHA Bloodborne Pathogens Standard, the Needlestick Safety and Prevention Act, the Emergency Planning and Community Right-to-Know Act of 1986i, 42 U.S.C. §§ 9601 et seq., which is commonly referred to as the “Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA),” and 42 U.S.C. §§ 6992 et seq., which is commonly referred to as the “Medical Waste Tracking Act.”

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means, with respect to any specified Person at any time, any other Person, including an Affiliate of the specified Person, that is, or at any time within six years of that time was, a member of any ERISA Group of which the specified Person is or was a member at the same time.

“ ERISA Affiliate Pension Plan ” has the meaning Section 7.23(j) specifies.

“ ERISA Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA and includes any ERISA Pension Plan.

“ ERISA Group ” means any “group of organizations” within the meaning of Section 414(b), (c), (m) or (o) of the Code or any “controlled group” as defined in Section 4001(a)(14) of ERISA.

“ ERISA Pension Plan ” means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including any plan that is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code (excluding any Multiemployer Plan).

“ Escrow Agent ” has the meaning Section 3.1(f)(i) specifies.

“ Escrow Agreement ” has the meaning Section 3.1(f)(i) specifies.

“ Escrow Amount ” means an amount equal to four percent (4%) of the Purchase Price.

“ Escrow Consideration ” has the meaning Section 3.1(f)(i) specifies.

“ Escrow Fund ” has the meaning Section 3.1(f)(i) specifies.

“ Estimated Cash ” has the meaning Section 3.1(d)(i) specifies.

“ Estimated Closing Balance Sheet ” has the meaning Section 3.1(d)(i) specifies.

“ Estimated Closing Statement ” has the meaning Section 3.1(d)(i) specifies.

“ Estimated Working Capital ” has the meaning Section 3.1(d)(i) specifies.

“ Final Closing Statement ” has the meaning Section 3.1(d)(vii) specifies.

“ Final Determination Date ” has the meaning Section 3.1(d)(vii) specifies.

“ Final Purchase Price ” has the meaning Section 3.1(b)(iii) specifies.

“ Financial Information ” means (i) (A) the audited consolidated balance sheets as of March 31, 2006, and the related consolidated statements of operations, stockholder’s equity and cash flows of the TARGET for the period ending March 31, 2006, (B) the audited consolidated balance sheets as of March 31, 2007, and the related consolidated statements of operations, stockholder’s equity and cash flows of the TARGET for the period ending March 31, 2007, and (ii) the Latest Balance Sheet and the related consolidated statements of operations, stockholders equity and cash flows of the TARGET for the nine (9) month period ending December 31, 2007.

“ Financing Documents ” has the meaning Section 5.4 specifies.

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“ Franchise Agreement ” or “ License Agreement ” has the meaning Section 7.3 specifies.

“ Franchisee ” or “ Licensee ” has the meaning Section 7.3 specifies.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Government Programs ” means Medicare, Medicaid, TRICARE/CHAMPUS, and all other federal or state health care benefit program.

“ Governmental Approval ” means as of any specific time any authorization, consent, approval, Permit, franchise, certificate, license, Health Care License, implementing order or exemption of any Governmental Authority at that time.

“ Governmental Authority ” means (i) any Federal, state, county, municipal or other government, domestic or foreign, or any agency, board, bureau, commission, court, department or other instrumentality of any such government, (ii) any Person having the authority under any applicable Legal Requirement to assess and collect Taxes for its own account, and (iii) DHHS, CMS or its fiscal intermediary and carrier agents, the DHHS Office of Inspector General, the U.S. Department of Justice, any state attorney general, any state Medicaid Fraud unit, the Office of Civil Rights, and any state department of health.

“ Guaranty ” means, for any specified Person, without duplication, any liability, contingent or otherwise, of that Person guaranteeing or otherwise becoming liable for any obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including without limitation any liability of the specified Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) that obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of that obligation, (ii) to purchase property or other assets, securities or services for the purpose of assuring the owner of that obligation of its payment or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay that obligation; provided, that the term “ Guaranty ” does not include endorsements for collection or deposit in the ordinary course of the endorser’s business.

“ Hazardous Substance ” means any material defined as a toxic or hazardous substance pursuant to 42 U.S.C. § 9601(14).

“ Health Care Laws ” means any local, state or Federal statutes or regulations, guidelines, ordinances, permits, orders, standards, Conditions of Participation, accreditation standards, requirements, approvals or consents, relating to the following: (a) Government Programs; (b) billing and submission of a claim to a Government Program, or reimbursement, payments, and cost reporting, including the Government Program reimbursement requirements; (c) the Medicare and Medicaid Anti Kickback Fraud and Abuse Law; (d) the health care fraud laws including the Civil Money Penalty Provisions, the Civil and Criminal False Claims Acts, or mail/wire fraud, and to the extent applicable, their respective state-law counterparts; (e) medical records and patient privacy and security laws, inclusive of the requirements of HIPAA; (f) disclosure of ownership and related organization/party requirements; (g) treatment and reporting by the TARGET or any of its Subsidiaries in the operation of the Business relating to infectious disease(s); and (h) state certificate of need laws.

“ Health Care Liability Claims ” shall mean any liabilities of the TARGET or any of is Subsidiaries or Franchisees for periods prior to the Closing Date relating to any investigations, actions, demands or charges brought by the Office of Inspector General, the U.S. Department of Justice, a Medicaid Fraud Control Unit or any other administrative, enforcement or prosecutorial authority, related to health care fraud, abuse or other misconduct.

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“ Health Care Licenses ” means all licenses, permits, accreditations, certificates of need, provider numbers, provider agreements, approvals, qualifications, certifications, and other Governmental Approvals granted by any health care regulatory agency or other Governmental Authority relating to or affecting the Business, the ownership, operation, maintenance, management, use, regulation, development or expansion of the Business, the provision of health care services thereby, or the reimbursement of health care costs relating thereto.

“ HIPAA ” means the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder and all amendments thereto.

“ Holdco ” has the meaning the Preamble specifies.

“ Holdco Securityholders ” has the meaning the Preamble specifies.

“ Holdco Shares ” has the meaning specified in the second WHEREAS clause.

“ HSBC ” means HSBC Bank USA, N.A.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indebtedness ” of any Person means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is (a) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level or income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; (x) obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement whether entered into for hedging or speculative purposes; and (xi) in the case of the TARGET and its Subsidiaries, the liabilities listed on Schedule 1.2 .

“ Indemnification Claim Notice ” has the meaning Section 10.5(a) specifies.

“ Indemnified Party ” has the meaning Section 10.5(a) specifies.

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“ Indemnified Party Tax Increase ” has the meaning Section 9.13(f) specifies.

“ Indemnifying Party ” has the meaning Section 10.5(a) specifies.

“ Initial Payment Amount ” has the meaning Section 3.1(b)(iii) specifies.

“ Intellectual Property Assets ” has the meaning Section 7.18(a) specifies.

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the TARGET and its Subsidiaries’ operations and not for speculative purposes.

“ IRCA ” means the Immigration Reform and Control Act of 1986 and all amendments thereto.

“ JCAHO ” means the Joint Commission on Accreditation of Healthcare Organizations.

“ Key Executives ” means the following executives of the TARGET: (i) Wesley N. Perry, (ii) Willard T. Derr, (iii) Paul Oettinger, (iv) David Frank, and (v) Judy Robbins.

“ Key Executive Promissory Notes ” means the Promissory Notes between the Key Executives and the Holdco as set forth on Schedule 7.20.

“ Latest Balance Sheet ” means the unaudited consolidated balance sheet of the TARGET as of December 31, 2007.

“ Law ” shall mean any statute, law, ordinance, rule or regulation of any Governmental Authority.

“ Legal Requirement ” means as of any specific time any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at such time.

“ Letter of Intent ” means the Term Sheet dated December 5, 2007, as amended by the First Amendment thereto dated as of February 1, 2008, executed by Amedisys, Inc. and Holdco relating to the acquisition of the TARGET.

“ Lien ” means, with respect to any property or other asset of any Person (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors of that Person, including without limitation any “adverse claim” (as Section 8-302(b) of each applicable Uniform Commercial Code defines that term) in the case of any Capital Stock. For purposes of this Agreement, a Person will be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease, synthetic lease or other title retention agreement relating to that asset.

“ List of Excluded Individuals/Entities ” means the database maintained by the DHHS Office of Inspector General relating to parties excluded from participation in Medicare, Medicaid and all other Federal health care programs.

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“ Litigation ” means any action, case, proceeding, claim, suit, or investigation conducted by or pending before any Governmental Authority.

“ Marks ” has the meaning Section 7.18(a) specifies.

“ Material ” means, as applied to any Person, material to the business, operations, property or other assets, liabilities, financial condition, or results of operations of that Person.

“ Material Adverse Effect ” means any fact, event, series of events, change, effect or circumstance that, individually or in the aggregate with other facts, events, series of events, changes, effects or circumstances, has had or is reasonably likely to have a material adverse effect on the business, operations, condition (financial or otherwise), or results of operations or prospects of TARGET and its Subsidiaries (including for purposes hereof the Franchisees), taken as a whole; provided , however , that in no event shall any of the following constitute a Material Adverse Effect: (i) any fact, event, series of events, change, effect or circumstance resulting from or relating to changes in economic or financial conditions generally including economic or market conditions of the home healthcare and hospice business (other than any final or proposed (if reasonably likely to become final) reimbursement changes from any Governmental Program other than that specified in clause (vii) below and/or except to the extent that such change has had, or is reasonably likely to have, a disproportionate effect on TARGET and its Subsidiaries, taken as a whole, relative to other Persons in their industry); (ii) any fact, event, series of events, change, effect or circumstance resulting from or relating to the execution of, compliance with the terms of, or the taking of any action required by this Agreement or the consummation of the transactions contemplated by this Agreement or the public announcement of the transactions contemplated by this Agreement and the other Transaction Documents; (iii) any change in GAAP after the Effective Date, (iv) changes in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, (v) any change in the financial, banking, credit, securities, or commodities markets, the economy in general or prevailing interest rates of the United States or any other jurisdiction, where the TARGET and its Subsidiaries have operations or significant revenues, (vi) any changes in any Law or the interpretation thereof after the Effective Date (other than those relating to reimbursement and otherwise addressed in clause (i) above or clause (vii) below), or (vii) the negative revenue impact on TARGET and Subsidiaries arising from the reimbursement reductions and other reimbursement changes set forth in the Home Health Prospective Payment System Refinement and Rate Update for Calendar Year 2008, 72 Fed. Reg. 49761 et seq . (August 29, 2007).

“ Material Contracts ” of any Person means any contract or agreement, whether written or oral, to which that Person is a party, or by which that Person is bound or to which any property or other assets of that Person is subject and, in each case, that is Material to that Person.

“ Medicaid ” means collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq .) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program, including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program, (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program, and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“ Medicare ” means collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§1395 et seq .) and any statutes

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succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program, including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program, and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities promulgated in connected with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“ Medicare Recoupment Claims ” shall mean any liabilities of the TARGET or any of its Subsidiaries under the Medicare Program for periods prior to the Closing Date, including cost report liabilities and adjustments or other recoupments related to Partial Episode Payments, and M0175 recoveries.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, Section 414 of the Code or Section 3(37) of ERISA.

“ Notice of Disagreement ” has the meaning Section 3.1(d)(iv) specifies.

“ Option and Warrant Exercise Amount ” means the aggregate exercise price of all Options and Warrants outstanding immediately prior to their cancellation pursuant to Section 3.1(c)(ii).

“ Optionholder ” means a holder of one or more Options.

“ Options ” has the meaning set forth in the third WHEREAS clause above.

“ Option Plan ” means the TARGET’s 2005 Incentive Stock Option Plan permitting the grant of share options to certain of the TARGET’s employees for up to 176,470 TARGET Shares.

“ Other Compensation Plans ” means any compensation arrangement, plan, policy, practice or program established, maintained or sponsored by the TARGET or any of its Subsidiaries or to which the TARGET or any of its Subsidiaries contributes, on behalf of any of its employees (i) including all such arrangements, plans, policies, practices or programs providing for severance or termination pay, deferred compensation, incentive, bonus or performance awards or the actual or phantom ownership of any Capital Stock or Derivative Securities of the TARGET or any of its Subsidiaries, but (ii) excluding all ERISA Pension Plans and Employment Agreements of the TARGET or any of its Subsidiaries.

“ Party ” or “ Parties ” has the meaning the Preamble specifies.

“ Patents ” has the meaning Section 7.18(a) specifies.

“ Payoff Letter ” had the meaning Section 4.3(a)(ix) specifies.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any successor thereto.

“ Permits ” means all licenses, certificates of occupancy and other permits, consents and approvals required by any Governmental Authority to lawfully operate the Business (including any pending applications for such licenses, certificates, certificates of need, permits, consents or approvals).

“ Permitted Liens ” means, with respect to the property or other assets of any Person (or any revenues, income or profits of that Person therefrom): (i) Liens for Taxes if the same are not at the time due and delinquent; (ii) Liens of carriers, warehousemen, mechanics, laborers and materialmen for sums not yet due; (iii) Liens incurred in the ordinary course of that Person’s business in connection with worker’s compensation, unemployment insurance and other social security legislation (other than pursuant to ERISA or Section 412(n) of the Code); (iv) Liens incurred in the ordinary course of that

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Person’s business in connection with deposit accounts or to secure the performance of bids, tenders, trade contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds and other obligations of like nature; (v) easements, rights of way, reservations, restrictions and other similar encumbrances incurred in the ordinary course of that Person’s business or existing on property and not materially interfering with the ordinary conduct of that Person’s business or the use of that property; (vi) defects or irregularities in that Person’s title to its real properties which do not materially (A) diminish the value of the surface estate or (B) interfere with the ordinary conduct of that Person’s business or the use of any such properties; and (vii) any interest or title of a lessor of assets that Person is leasing pursuant to any capital lease or synthetic lease or any lease (other than a synthetic lease) that is accounted for as an operating lease.

“ Person ” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority.

“ Plan ” has the meaning Section 7.27(a) specifies.

“ Prior Period ” has the meaning Section 9.13(a) specifies.

“ Private Programs ” means any non-governmental private insurance program or other payment program.

“ Proceeding ” has the meaning Section 10.5(a) specifies.

“ Prohibited Transaction ” means any transaction either Section 4975 of the Code or Section 406 of ERISA prohibits and neither Section 4975 of the Code nor Section 408 of ERISA exempts.

“ Proposed Closing Statement ” has the meaning Section 3.1(d)(ii) specifies.

“ Pro Rata Share ” means (i) with respect to any TARGET Minority Securityholder, the quotient obtained by dividing (A) the aggregate number of outstanding TARGET Shares held by such TARGET Minority Securityholder assuming the exercise of all outstanding Options and Warrants held by such TARGET Minority Securityholder by (B) the aggregate number of outstanding TARGET Shares assuming the exercise of all outstanding Options and Warrants, as set forth on Exhibit A , (ii) with respect to any non-Seller Optionholder or non-Seller Warrantholder, the quotient obtained by dividing (A) the aggregate number of outstanding TARGET Shares held by such non-Seller Optionholder or non-Seller Warrantholder assuming the exercise of all outstanding Options or Warrants held by such non-Seller Optionholder or non-Seller Warrantholder, by (B) the aggregate number of outstanding TARGET Shares assuming the exercise of all outstanding Options and Warrants, as set forth on Exhibit A , and (iii) with respect to any Holdco Securityholder, the product obtained by multiplying (A) Holdco’s Pro Rata Share (determined under clause (i) of this definition as if Holdco were a TARGET Minority Securityholder) by (B) the quotient obtained by dividing the aggregate number of Holdco Shares held by such Holdco Securityholder by the aggregate number of outstanding Holdco Shares held by all Holdco Securityholders.

“ Purchased Shares ” has the meaning specified in the second WHEREAS clause.

“ Purchase Price ” has the meaning Section 3.1(a) specifies.

“ Qualified Plans ” has the meaning Section 7.27(b) specifies.

“ RCRA ” means the Resource Conservation and Recovery Act of 1976 and all amendments thereto.

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“ Registered Notes ” means certain registered promissory notes held by the Holdco Securityholders as set forth on Exhibit A1 .

“ Regulatory Expenses ” has the meaning set forth in Section 14.4(b).

“ Related Party Agreement ” means any contract or other agreement, (i) to which the TARGET or any of its Subsidiaries is a party or is bound or by which any property or other asset of the TARGET or any of its Subsidiaries is bound and (ii) (A) to which the TARGET or any of its Subsidiaries is also a party or (B) of which any Affiliate of the TARGET is a beneficiary.

“ Repaid Indebtedness ” has the meaning set forth in Section 7.15(b) .

“ Reportable Event ” means, with respect to any TARGET Pension Plan, (i) the occurrence of any of the events set forth in Sections 4043(b) or (c) (other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC is waived under applicable regulations), 4062(e) or 4063(a) of ERISA with respect to that plan, (ii) any event requiring the Seller or any ERISA Affiliate of the Seller to provide security to that plan under Section 401(a)(29) of the Code or (iii) any failure to make a payment Section 412(m) of the Code requires with respect to that plan.

“ Representatives ” means, with respect to any Person, the directors, officers, employees, Affiliates, accountants (including independent certified public accountants), advisors, attorneys, consultants or other agents of that Person.

“ Restructuring ” has the meaning Section 3.2 specifies.

“ Retained Assets Escrow Agreement ” has the meaning set forth in Section 3.2(c).

“ Retained Assets Escrow Amount ” has the meaning set forth in Section 3.2(c).

“ Retained Assets Escrow Fund ” has the meaning set forth in Section 3.2(c).

“ Retained Assets Value Amount ” has the meaning set forth in Section 3.2(c).

“ Retained Related Party Agreements ” has the meaning Section 7.10 specifies.

“ Returns ” of a Person means the returns, reports or statements (including any information returns) any Legal Requirement requires that Person to file for purposes of any Tax.

“ Rights in Mask Works ” has the meaning Section 7.18(a) specifies.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Seller Indemnitees ” has the meaning Section 10.3 specifies.

“ Sellers ” has the meaning the Preamble specifies.

“ Sellers’ Representative ” has the meaning Section 14.1 specifies.

“ Senior Management ” means those persons set forth on Schedule 1.3(f).

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“ Shared Services Agreement ” has the meaning set forth in Section 3.2(b).

“ Software ” means all Material computer software used by TARGET or its Subsidiaries in the conduct of the Business.

“ Solid Wastes, Hazardous Wastes or Hazardous Substances ” have the meanings ascribed to those terms in CERCLA, RCRA or any other Environmental Law applicable to the business or operations of the TARGET that imparts a broader meaning to any of those terms than does CERCLA or RCRA.

“ Straddle Period ” has the meaning Section 9.13(a) specifies.

“ Subsidiary ” means any corporation, partnership, limited liability company or other business Entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the ownership interests therein or has the power to vote or direct the voting of sufficient securities thereof to elect a majority of its directors or other persons performing similar functions.

“ TARGET ” has the meaning the Preamble specifies.

“ TARGET Benefit Plan ” has the meaning Section 7.23(j) specifies.

“ TARGET Minority Securityholders ” has the meaning the Preamble specifies.

“ TARGET Pension Plan ” has the meaning Section 7.23(j) specifies.

“ TARGET Personnel ” has the meaning Section 9.11(a) specifies.

“ TARGET Shares ” has the meaning specified in the first WHEREAS clause.

“ TARGET Working Capital ” shall mean $10,561,000.

“ Tax ” or “ Taxes ” means all net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental or other taxes, assessments, duties, fees, levies or other governmental charges or assessments of any nature whatever imposed by any Legal Requirement, whether disputed or not, together with any interest, penalties, additions to tax or additional amounts with respect thereto.

“ Tax Claim ” has the meaning Section 9.13(e) specifies.

“ Tax Dispute Notice ” has the meaning Section 9.13(a) specifies.

“ Tax Indemnified Party ” has the meaning Section 9.13(e) specifies.

“ Tax Indemnifying Party ” has the meaning Section 9.13(e) specifies.

“ Tax Losses ” has the meaning Section 9.13(c) specifies.

“ Taxing Authority ” means any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax.

“ Tax Returns ” has the meaning Section 9.13(a) specifies.

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“ Termination Event ” means, with respect to any TARGET Benefit Plan, (i) any Reportable Event with respect to that plan which is likely to result in the termination of that plan, (ii) the termination of, or the filing of a notice of intent to terminate, that plan or the treatment of any amendment to that plan as a termination under Section 4041(c) of ERISA or (iii) the institution of proceedings to terminate, or the appointment of a trustee to administer, that plan under Section 4042 of ERISA.

“ Termination Fee ” means $8,000,000.

“ Third Party Claim ” has the meaning Section 10.5(a) specifies.

“ Third Party Payor ” includes any entity charged with paying claims or reimbursing the TARGET or any of its Subsidiaries or Franchisees, the Agencies, branch offices, provider, and/or the Business for home health care or hospice services, as appropriate, provided to Government Program or Private Program patients, including but not limited to Government Program fiscal intermediaries and carriers or DMERCs and Private Program health insurance administrators or third party administrators.

“ TLC Retained Assets ” has the meaning Section 3.2 specifies.

“ Trade Secrets ” has the meaning Section 7.18(a) specifies.

“ Transaction Documents ” means this Agreement and the other written agreements, documents, instruments and certificates executed under or in connection with this Agreement.

“ Transaction Expenses ” means (i) any and all legal and other expenses incurred by Holdco, the TARGET or any Subsidiary thereof in connection with the purchase and sale of the Purchased Shares, and (ii) any amounts required to be paid by the Holdco, the TARGET or any Subsidiary thereof to obtain the consent, waiver or other approval of any third party necessary to consummate the purchase and sale of the Purchased Shares, subject to the terms of this Agreement, as set forth on Schedule 1.1.4 .

“ Transactions ” means the transactions contemplated by this Agreement and the other Transaction Documents.

“ Transfer Taxes ” has the meaning Section 9.6 specifies.

“ Warrants ” means the Term D Warrants listed on Exhibit A.

“ Warrantholder ” means the holder of one or more Warrants.

“ W/C Release Amount ” has the meaning Section 3.1(f)(ii)(x) specifies.

“ Working Capital ” shall mean the consolidated working capital of the TARGET and its Subsidiaries computed in accordance with GAAP and consistent with the TARGET’s past practices and the methodology set forth on Schedule 1.1.5 , subject to the following adjustments: (i) no Change of Control Payments will be included in the computation thereof; (ii) Cash shall be excluded from the computation thereof; (iii) Repaid Indebtedness shall be excluded from the computation thereof; and (iv) Transaction Expenses shall be excluded from the computation thereof.

Section 1.2 Other Defined Terms

Words and terms this Agreement uses which other Sections of this Agreement define are used in this Agreement as those other Sections define them.

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Section 1.3 Other Definitional Provisions

(a) Except as this Agreement otherwise specifies, all references herein to any Law or any Legal Requirement defined or referred to herein, including the Code, CERCLA, ERISA, HIPAA and RCRA, are references to that Law or Legal Requirement or any successor Law or Legal Requirement, as the same may have been amended or supplemented from time to time through the Closing Date, and any rules or regulations promulgated thereunder.

(b) This Agreement uses the words “herein,” “hereof” and “hereunder” and words of similar import to refer to this Agreement as a whole and not to any particular provision of this Agreement, and the words “Article,” “Section,” “Preamble,” “Schedule” and “Exhibit” refer to Articles and Sections of, the Preamble, Schedules and Exhibits to, this Agreement unless it otherwise specifies.

(c) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(d) The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

(e) The term “business day” means any day other than a day on which commercial banks are authorized or required to close in New York and Louisiana.

(f) The phrase “to the knowledge of the Sellers” or phrases with similar wording, when used in this Agreement to qualify any representation or warranty Article VI, VII or VIII contains, means the actual knowledge of each Person identified on Schedule 1.3(f) on the applicable date after reasonable inquiry and investigation based on the books, records, files or other documents or information in the possession of or reasonably available to such Person on or prior to such date.

(g) The language this Agreement uses will be deemed to be the language the Parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

(h) All references to dollars in this Agreement shall mean U.S. dollars.

Section 1.4 Captions

This Agreement includes captions to Articles, Sections and subsections of, and Schedules and Exhibits to, this Agreement for convenience of reference only, and these captions do not constitute a part of this Agreement or any other Transaction Document for any other purpose or in any way affect the meaning or construction of any provision of this Agreement or any other Transaction Document.

ARTICLE II.

PURCHASE AND SALE OF PURCHASED SHARES

Section 2.1 Purchase and Sale of the Purchased Shares at the Closing

(a) In accordance with, and subject to, the provisions of this Agreement, at the Closing the Buyer Company shall purchase from each TARGET Minority Securityholder, and each TARGET Minority Securityholder shall transfer, convey, assign, and deliver to the Buyer Company (or to Holdco at the Buyer Company’s election), all of such TARGET Minority Securityholder’s right, title and interest in and to the TARGET Shares owned by such TARGET Minority Securityholder as set forth on Exhibit A free and clear of any Liens, warrants, options, calls, commitments, proxies and voting agreements and

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with no restriction on the voting rights, if any, and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. The TARGET Shares purchased pursuant to this Section 2.1(a), together with the TARGET Shares owned by Holdco, shall constitute 100% of the equity interest in the TARGET as of the Closing Date.

(b) In accordance with, and subject to, the provisions of this Agreement, at the Closing the Buyer Company shall purchase from each Holdco Securityholder, and each Holdco Securityholder shall transfer, convey, assign, and deliver to the Buyer Company, all of such Holdco Securityholder’s right, title and interest in and to the Holdco Shares owned by such Holdco Securityholder as set forth on Exhibit A1 free and clear of any Liens, warrants, options, calls, commitments, proxies and voting agreements and with no restriction on the voting rights, if any, and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. The Holdco Shares purchased pursuant to this Section 2.1(b) shall constitute 100% of the equity interest in Holdco as of the Closing Date.

Section 2.2 Cancellation of Options and Warrants

Holdco and the Sellers shall cause the TARGET to cancel all Warrants and Options as of Closing.

Section 2.3 Payment of Senior Management Promissory Note

At Closing, the Key Executives shall repay and satisfy in full the Key Executive Promissory Notes.

ARTICLE III.

PURCHASE PRICE; PAYMENT; ADJUSTMENT

Section 3.1 Purchase Price; Payment; Adjustment

(a) Purchase Price .

(i) The Parties agree that the aggregate purchase price to be paid by the Buyer Company to the Sellers’ Representative for the account of the Sellers for all the Purchased Shares, and for the cancellation of all Options and Warrants, shall be $395,000,000 (the “ Purchase Price ”) subject to adjustment pursuant to the provisions of Section 3.1(b).

(ii) The Parties acknowledge and agree that the TARGET, simultaneously with purchase and sale of the Purchased Shares, shall pay the Change of Control Payments due and owing to Senior Management resulting from the purchase of the Purchased Shares, less applicable withholding Taxes or other amounts required to be withheld by Law. If any Change of Control Payments or similar payments due and owing to the Senior Management resulting from the purchase of the Purchased Shares are not satisfied by the TARGET simultaneously with the Closing as set forth herein and included in the Change of Control Payment Amount, the Sellers, jointly and severally, shall make payment thereof and shall defend and indemnify the TARGET and its Subsidiaries and their Affiliates from all claims and liabilities resulting from payment thereof. The obligation of the Sellers pursuant to this Section 3.1(a)(iii) shall not be subject to the Deductible or be included in the Damages subject to the Cap.

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(b) Initial Payment Amount; Final Purchase Price . The aggregate amount to be paid by the Buyer Company to the Sellers’ Representative for the account of the Sellers and non-Seller Warrantholders and non-Seller Optionholders on the Closing Date shall equal:

(i) (A) $395,000,000, plus

(B) Estimated Cash, plus

(C) the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital, less

(D) the amount, if any, by which the Estimated Working Capital is less than the Target Working Capital, less

(ii) the Escrow Amount; less

(iii) the Retained Assets Escrow Amount; less

(iv) the Repaid Indebtedness; less

(v) the Change of Control Payment Amount; less

(vi) the Estimated Transaction Expenses.

(such resulting amount, the “ Initial Payment Amount ”). The final aggregate amount to be paid by the Buyer Company to the Sellers’ Representative hereunder, for the account of the Sellers, (i.e., the Initial Payment Amount plus or minus the aggregate of any payments pursuant to Sections 3.1(d) and 3.1(e) plus the Escrow Consideration) shall be the “ Final Purchase Price ”.

(c) Payments at Closing; Cancellation of Options and Warrants .

(i) At the Closing, the Buyer Company shall pay to the Sellers’ Representative for the account of each Seller and non-Seller Optionholder and non-Seller Warrantholder, by wire transfer of immediately available United States funds to the bank account designated by the Sellers’ Representative, an amount equal to each Seller’s Pro Rata Share of the Initial Payment Amount; provided, however, the amount payable to each Optionholder and Warrantholder shall be reduced by (x) the product of the applicable exercise price(s) for the related Options and Warrants times the number of TARGET Shares subject to such Options and Warrants, as the case may be, and (y) applicable withholding Taxes or other amounts required to be withheld by Law, and the Buyer Company shall deliver all such amounts computed pursuant to clauses (x) and (y) to the TARGET at the Closing and the Buyer Company shall cause the TARGET to make timely payment of the amounts in clause (y) as required by applicable Law, all as set forth on Exhibit B .

(ii) At the Closing, all Options and Warrants, whether or not then exercisable, shall be (or, if not previously exercisable, shall become) exercisable and such Options and Warrants shall be cancelled by the TARGET at the Closing and each Optionholder and Warrantholder shall be entitled to receive, in consideration of such cancellation, the respective amount delivered in accordance with Section 3.1(c)(i).

(d) Delivery of Estimated Closing Statement and Proposed Closing Statement .

(i) No less than five (5) business days prior to the Closing Date, the Sellers’ Representative shall, or shall cause TARGET to, deliver to the Buyer Company (A) an estimated consolidated balance sheet of the TARGET and its Subsidiaries as of the opening of business on the Closing Date (the “ Estimated Closing Balance Sheet ”) and (B) a statement (the “ Estimated Closing Statement ”) setting forth (each, without duplication) (x) a good faith estimate of the Working Capital as

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of the opening of business on the Closing Date (the “ Estimated Working Capital ”) and Cash as of the opening of business on the Closing Date (the “ Estimated Cash ”) and (y) the Repaid Indebtedness of the TARGET and its Subsidiaries as of the opening of business on the Closing Date and the Transaction Expenses as of the opening of business on the Closing Date.

(ii) As promptly as practicable, but no later than sixty (60) days after the Closing, the Buyer Company shall deliver to the Sellers’ Representative, on behalf of the Sellers, a statement setting forth a good faith determination (each without duplication) of the Working Capital as of the opening of business on the Closing Date and Cash as of the opening of business on the Closing Date (the “ Proposed Closing Statement ”). The Buyer Company shall and shall cause the TARGET and its Subsidiaries and its and their respective Representatives to assist the Sellers’ Representative and its Representatives in its review of the Proposed Closing Statement and shall provide the Sellers’ Representative and its Representatives access at reasonable times to the personnel, properties, books and records of the TARGET and its Subsidiaries for such purpose and for the other purposes set forth in this Section 3.1, in each case, without cost to the Sellers.

(iii) Unless otherwise provided for herein or agreed upon by the Buyer Company and the Sellers’ Representative, the Estimated Closing Balance Sheet, the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared in accordance with GAAP applied in a manner consistent with the same accounting principles, policies, methodologies or procedures (the “ Accounting Policies ”) used in preparing the Latest Balance Sheet, except that in calculating current assets and current liabilities, no effect shall be given to (x) the Transactions, or the financing thereof or (y) any purchase accounting or other similar adjustments resulting from the consummation of the Transactions.

(iv) In the event the Sellers’ Representative disputes any aspect of the Proposed Closing Statement, the Sellers’ Representative shall notify the Buyer Company in writing of its objections within fifteen (15) days after receipt of the Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ Representative’s objections (a “ Notice of Disagreement ”).

(v) During the fifteen (15) days immediately following the delivery of any Notice of Disagreement, the Buyer Company and the Sellers’ Representative shall seek in good faith to resolve any differences that they may have with respect to any matter specified in such Notice of Disagreement. During such period, the Buyer Company and the Sellers’ Representative shall each have access to the other Party’s working papers, trial balances and similar materials prepared in connection with the other Party’s preparation of the Proposed Closing Statement and the Notice of Disagreement, as the case may be.

(vi) If, at the end of such fifteen (15) day period specified in Section 3.1(d)(v), the Buyer Company and the Sellers’ Representative have not been able to resolve, in writing, all differences that they may have with respect to any matter specified in such Notice of Disagreement, the Buyer Company and the Sellers’ Representative shall submit to Ernst & Young LLP (the “ Accounting Firm ”) for review and resolution of any and all matters that remain in dispute (and as to no other matter), and the Accounting Firm shall reach a final, binding resolution of all matters that remain in dispute, which final resolution shall not be subject to collateral attack for any reason (other than fraud) and shall be (u) in writing, shall be within the range of the amount contested by the Sellers’ Representative and the Buyer Company and signed by the Accounting Firm, (v) furnished to the Buyer Company and the Sellers’ Representative as soon as practicable after the items in dispute have been referred to the Accounting Firm, which shall not be more than thirty (30) days after such referral, (w) made in accordance with this Agreement and (x) conclusive and binding upon the Parties on the date of delivery of such written resolution. The Buyer Company and the Sellers’ Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter in customary form and shall cooperate fully with the

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Accounting Firm and promptly provide all documents and information requested by the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The procedure outlined in this Section 3.1(d)(vi) is referred to as the “ Dispute Resolution Procedure ”.

(vii) The Proposed Closing Statement shall become the “ Final Closing Statement ” (x) on the sixteenth (16 ^th ) day following the receipt of the Proposed Closing Statement by Sellers’ Representative if a Notice of Disagreement has not been delivered to the Buyer Company by the Sellers’ Representative, (y) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.1(d)(v) or Section 3.1(d)(vi), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (z) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 3.1(d)(vi). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “ Final Determination Date ”.

(viii) The Buyer Company, the Sellers’ Representative and the Sellers shall each pay their own costs and expenses incurred in connection with such Dispute Resolution Procedure; provided, that the fees and expenses of the Accounting Firm shall be borne in the same proportion that the Sellers’ Representative’s position, on the one hand, and the Buyer Company’s position, on the other hand, initially presented to the Accounting Firm (based on the aggregate of all differences taken as a whole) bear to the final resolution as determined by the Accounting Firm. The Sellers’ share of the fees and expenses of the Accounting Firm shall be satisfied exclusively from the Escrow Fund and the Deductible shall not be applicable thereto.

(e) Payment of Purchase Price Adjustments .

(i) Working Capital. If the Working Capital set forth in the Final Closing Statement (the “ Actual Working Capital ”) is greater than the Estimated Working Capital, the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), such excess, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Working Capital is greater than the Actual Working Capital, such excess shall be distributed by the Escrow Agent from the Escrow Fund to the Buyer Company within five (5) business days of the Final Distribution Date. In no event shall the adjustments pursuant to this Section 3.1(e)(i) result in the Sellers receiving net payments for Working Capital if the Actual Working Capital is equal to or less than the Target Working Capital.

(ii) Cash . If the Cash set forth in the Final Closing Statement (the “ Actual Cash ”) is greater than the Estimated Cash, the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), the amount, if any, by which the Actual Cash amount is greater than the Estimated Cash amount, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Cash is greater than the Actual Cash, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount, if any, by which the Estimated Cash is greater than the Actual Cash.

(iii) Indebtedness . If the Indebtedness set forth in the Final Closing Statement (the “ Actual Indebtedness ”) is less than the Repaid Indebtedness, the Buyer Company shall pay to the Sellers’

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Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), such difference, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Repaid Indebtedness is less than the Actual Indebtedness, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount of such difference.

(iv) Transaction Expenses . If the Transaction Expenses set forth in the Final Closing Statement (the “ Actual Transaction Expenses ”) are less than the Transaction Expenses deducted from the Purchase Price at Closing pursuant to Section 3.1(b)(vi) (“ Estimated Transaction Expenses ”), the Buyer Company shall pay to the Sellers’ Representative for the account of the Sellers, pro rata in accordance with each such Seller’s Pro Rata Share (adjusted pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), the amount of such difference, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Sellers’ Representative. If the Estimated Transaction Expenses are less than the Actual Transaction Expenses, the Sellers shall be jointly and severally liable for, and shall pay to the Buyer Company, within five (5) business days of the Final Determination Date, by wire transfer of immediately available United States funds to an account designated by the Buyer Company, the amount of such difference.

(v) Setoff . Any amounts owing and payable between two Parties pursuant to any of the above Sections 3.1(e), (ii), (iii) and (iv) shall be set-off against any other amount or amounts owing and payable between such Parties pursuant to such sections, such that only a net amount shall be paid.

(f) Escrow Amount .

(i) At the Closing, the Buyer Company shall deposit with HSBC (the “ Escrow Agent ”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon (such amounts, if any, “ Escrow Consideration ”) to constitute an escrow fund (the “ Escrow Fund ”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit C (the “ Escrow Agreement ”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative.

(ii)(x) The Escrow Fund shall be used to satisfy any amounts owed to the Buyer Company and its Affiliates from the Sellers pursuant to this Agreement, including Working Capital adjustments pursuant to Section 3.1(e)(i) and indemnification amounts owed hereunder. In the event an amount determined pursuant to Section 3.1(e)(i) for Working Capital is owing to the Buyer Company (such amount, the “ W/C Release Amount ”), the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute the W/C Release Amount to the Buyer Company. To the extent the W/C Release Amount distributed to the Buyer Company pursuant to the preceding sentence is less than $3,000,000, the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute an amount equal to the difference thereof to the Sellers’ Representative for the account of the Sellers, in accordance with their respective Pro Rata Shares (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount of the amounts withheld in accordance with Section 3.1(c)(i)(y). The Buyer Company and the Sellers’ Representative shall provide such joint instructions timely so that distributions can be made by the Escrow Agent within the time period required by Section 3.1(e)(i). The remaining portion of the Escrow Fund shall be used to satisfy any other amounts owed to the Buyer Company and its Affiliates from the Sellers pursuant to this Agreement.

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(y) The portion of the Escrow Fund that is not used to satisfy any other amounts owing to the Buyer Company and its Affiliates from the Sellers under this Agreement, including indemnification amounts, or not subject to any claims hereunder, shall be released to the Sellers’ Representative on the date that is the first anniversary of the Closing Date; provided that if there are any claims hereunder that are pending on such date, the applicable portion of the Escrow Fund that is subject to any such claims shall not be released to the Sellers’ Representative until such applicable claims are finally resolved and satisfied. Upon the final release of all the Escrow Fund, the Escrow Agreement shall terminate. All funds so released from the Escrow Fund to the Sellers’ Representative shall include any Escrow Consideration and shall be distributed by the Escrow Agent to the Sellers’ Representative for the account of the Sellers in accordance with their respective Pro Rata Shares (adjusted pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount withheld in accordance with Section 3.1(c)(i)(y).

(iii) The Sellers acknowledge and agree that none of the Escrow Fund may be used to reimburse the Sellers’ Representative for the services contemplated by this Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any Lien, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement.

(iv) For the avoidance of doubt, notwithstanding any other provision of this Agreement or the Escrow Agreement to the contrary, in no event shall Buyer Company and its Affiliates (or any other Buyer Indemnitees) be entitled to receive, in the aggregate, more than the Escrow Amount out of the Escrow Fund.

Section 3.2 Retained Assets

(a) The Parties shall negotiate in good faith and use commercially reasonable efforts to agree upon alternative structures for the Transactions to facilitate prompt Closing in consultation with all relevant Governmental Authorities. In the jurisdiction of Rhode Island, subject to applicable regulatory requirements, the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiary’s) operations in Rhode Island and obtain subsequent Governmental Approval. In the jurisdictions of West Virginia and the District of Columbia, subject to applicable regulatory requirements, the TARGET will spin off all or a percentage of TARGET’s (or its Subsidiaries’) Agencies and related assets in West Virginia and the District of Columbia prior to the Closing, and transfer such Agencies and related assets to the Buyer Company (or one of its Affiliates) subsequent to the Closing once all necessary Governmental Approvals are obtained. In the jurisdiction of New York, subject to applicable regulatory requirements (including without limitation the availability of the alternative procedure to permit Closing prior to obtaining regulatory approval and assurances as to related licenses), the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiaries’) operations in New York and obtain subsequent Governmental Approval. Any Agencies and related assets transfers or spinoffs pursuant to this Section 3.2(a) shall be referred to as the “ Restructuring .” Any Agencies and related assets in West Virginia and the District of Columbia not included in the Closing in accordance with this Section 3.2(a) shall be referred to as “ TLC Retained Assets .”

(b) With respect to the TLC Retained Assets, subject to and in accordance with all applicable regulatory requirements, the Buyer Company (or one of its Affiliates) shall provide all necessary support services for the related Agencies currently provided by the TARGET, including regulatory compliance, IT, clinical care support services, training and back office support, pursuant to an agreement between the Buyer Company and Sellers’ Representative to be executed as of the Closing (the “ Shared Services Agreement ”) in a form agreed to by the Parties, consistent with all applicable regulatory requirements. The Buyer Company shall be paid a fair market value services fee to be mutually agreed upon by the Parties and to be set forth in the Shared Services Agreement. The Sellers shall cause the TLC Retained Assets to be free of debt and to retain all cash and shall not direct the distribution of cash or earnings from

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the TLC Retained Assets outside the ordinary course of business, all as more specifically mutually agreed upon in the Shared Services Agreement and other Transaction Documents.

(c) The Parties agree that the aggregate allocation of the Purchase Price for each of TLC Retained Assets shall be as set forth on Schedule 3.2(c) (collectively, the “ Retained Assets Value Amount ”). At the Closing, the Buyer Company shall deposit with HSBC (the “ Retained Assets Escrow Agent ”), by wire transfer of immediately available funds, an amount equal to the Retained Assets Value Amount, such amount to constitute an escrow fund (the “ Retained Assets Escrow Fund ”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit E (the “ Retained Assets Escrow Agreement ”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative. Allocable portions of the Retained Assets Escrow Fund, as set forth on Schedule 3.2(c) , shall be released to the Sellers’ Representative for the account of the Sellers in accordance with their respective Pro Rata Shares, at subsequent closings to be held promptly upon the Buyer Company obtaining regulatory approvals in West Virginia and District of Columbia, respectively, at which closings the related TLC Retained Assets will be sold to the Buyer Company in consideration of such allocable portions.

(d) In the event the Buyer Company does not obtain the required regulatory approvals necessary for the Transactions to be consummated with respect to the Agencies and related assets of the Subsidiaries in West Virginia or District of Columbia by February 28, 2010, or such later date as the Parties shall agree, or receives disapproval prior to such time (the Agencies and related assets for which regulatory approvals were not obtained or were subject to disapproval are referred to as “ Assets to be Divested ”), the Buyer Company and the Sellers shall cooperate to divest the Assets to be Divested. The Sellers shall appoint the Buyer Company as their exclusive agent to be responsible for marketing the Assets to be Divested to potential buyers. The proceeds of the sale of the Assets to be Divested (“ Divested Asset Proceeds ”) shall be divided accordance with the formula set forth on Schedule 3.2(d) and the Retained Assets Escrow Fund allocable to the Assets to be Divested shall be released to Buyer Company.

(e) The obligations of the Parties pursuant to this Section 3.2 shall survive the Closing until the completion of the transactions contemplated thereby notwithstanding any other provision in this Agreement to the contrary.

Section 3.3 Total Consideration

The payments to be made pursuant to Section 3.1 shall constitute all of the consideration to be paid by the Buyer Company in connection with the purchase of the Purchased Shares and cancellation of the Options and Warrants as contemplated by this Agreement. The Sellers hereby acknowledge that the consideration stated herein is adequate for the transfer of the Purchased Shares and cancellation of the Options and Warrants. The Sellers further agree that they will not raise as a defense to this Agreement the allegation of lack of consideration after the Buyer Company has paid the same.

ARTICLE IV.

THE CLOSING

Section 4.1 Closing

The closing of the purchase and sale of the Purchased Shares contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Amedisys, Inc., 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana 70816, commencing at 9:00 a.m. local time on March 20, 2008 (or as soon thereafter as practicable), following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the purchase of the Purchased Shares (other than conditions with respect to actions the respective Parties will take at the Closing itself) or on such other date as the Parties may mutually determine (the “ Closing Date ”).

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Section 4.2 Actions at Closing

Subject to the terms and conditions of this Agreement, at the Closing, (i) the Sellers will deliver to the Buyer Company (A) certificates evidencing all the outstanding Purchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank (the signatures thereon to be guaranteed by a financial institution as the Buyer Company shall reasonably request) and the Options and Warrants marked “Cancelled”; (B) the Registered Notes marked “Paid in Full — Cancelled”; (C) a receipt for the Initial Payment Amount; (D) the deliveries listed in Section 4.3(a), and (ii) the Buyer Company will (A) deliver to the Sellers’ Representative, for the account of the Sellers and the non-Seller Optionholders and non-Seller Warrantholders the Initial Payment Amount (reduced pursuant to Section 3.1(c)(i)(x) and (y)) by wire transfer in immediately available funds to a bank account as directed by the Sellers’ Representative as set forth on Exhibit B ; (B) deliver to the TARGET the amounts determined pursuant to Section 3.1(c)(i)(x) and (y); (C) deliver to the Escrow Agent, the Escrow Amount; (D) deliver to the Retained Assets Escrow Agent, the Retained Escrow Value Amount; (E) deliver the deliveries listed in Section 4.3(b), and (F) cause the TARGET, simultaneously with purchase and sale of the Purchased Shares, to pay the Change of Control Payments due and owing to Senior Management resulting from the purchase of the Purchased Shares, less applicable withholding Taxes or other amounts required to be withheld by Law.

Section 4.3 Deliveries at Closing

At the Closing:

(a) The Sellers will deliver or cause to be delivered to the Buyer Company, together with funds sufficient to pay all Transfer Taxes for which the Sellers are responsible pursuant to Section 9.6 as necessary for the transfer, filing or recording thereof, as applicable:

(i) A certificate signed by the Sellers’ Representative on behalf of the Sellers and a duly authorized officer of the TARGET in the form of Schedule 4.3(a)(i) , dated the Closing Date, expressly certifying that the conditions set forth in Section 11.1(a) have been satisfied;

(ii) A certificate of the Secretary of Holdco, the TARGET and each of its Subsidiaries, dated the Closing Date, attaching and certifying the Charter Documents of the TARGET and each of its Subsidiaries and the resolutions of the Boards of Directors of Holdco and the TARGET approving the Transactions and waiving the matters described in clause (iv), and, in the case of the TARGET, terminating the Option Plan as of the Closing and authorizing the cancellation as of the Closing of the Options and Warrants.

(iii) A Certificate of Existence/Good Standing and tax clearance certificate for the appropriate state tax authority to the extent applicable in regard to Holdco, the TARGET and each of its Subsidiaries and Franchisees issued by the Secretary of State of its state of incorporation/organization, as appropriate (dated no more than fifteen (15) days prior to the Closing Date);

(iv) A unanimous written consent of the holders of the Purchased Shares approving the sale of the Purchased Shares pursuant to this Agreement, and waiving any restrictions, options or rights to purchase, or limitations in the certificate of incorporation, bylaws or other agreements of Holdco, the TARGET and holders of the Purchased Shares relating to the sale of the Purchased Shares as contemplated by this Agreement;

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(v) The resignations, effective as of the Closing Date, or evidence of removal as of the Closing Date, of all members of the board of directors or the board of managers, as the case may be, of Holdco, the TARGET and its Subsidiaries, except to the extent applicable regulatory provisions may require such members to remain in place in such positions in connection with the Restructuring;

(vi) With respect to each Seller that is an individual, a consent signed by his/her spouse or confirmation signed by his present or former spouse(s) that she/he has no interest in or claim to his/her Purchased Shares, Options or Warrants and the sale proceeds thereof, as the case may be, in form and substance reasonably satisfactory to the Buyer Company;

(vii) A written instrument, executed on behalf of the TARGET by a duly authorized officer, in form and substance reasonably satisfactory to the Buyer Company canceling each outstanding Option and Warrant as of the Closing Date, and a receipt and acknowledgement of cancellation from each non-Seller Optionholder and non-Seller Warrantholder;

(viii) The Escrow Agreement and the Retained Assets Escrow Agreement, duly executed by the Sellers’ Representative, the Escrow Agent, and the Retained Assets Escrow Agent, as the case may be;

(ix) Holdco, the TARGET and each of its Subsidiaries, as applicable, shall have received (and delivered to the Buyer Company) payoff letters (each, a “ Payoff Letter ”) executed by the lenders identified on Exhibit D (containing obligations to release all Liens of record in connection therewith and to file related UCC-3 termination statements (in form and substance reasonably satisfactory to the Buyer Company) relating to the repayment and satisfaction in full of the Repaid Indebtedness;

(x) An opinion of counsel for Holdco, the TARGET, its Subsidiaries and the Sellers who are not individuals opining as to the matters set forth on Exhibit G , and such other opinion of counsel that Buyer Company may reasonably request as to the matters listed on Exhibit G2 ;

(xi) All consents, authorizations and approvals from Governmental Authorities or other Persons required by Sections 5.2(b), 6.4(a) and 7.4(a) of this Agreement;

(xii) Such releases, instruments of transfer or consents in forms reasonably satisfactory to the Buyer Company, as may be necessary to effect the conveyance, transfer, assignment and delivery of the Purchased Shares, in accordance with the terms of this Agreement;

(xiii) A certificate of non-foreign status, in form and substance reasonably satisfactory to the Buyer Company, executed by each of the Sellers other than the Holdco Security Holders, which complies with Section 1445 of the Code;

(xiv) On behalf of the Holdco Securityholders, a certificate (in a form reasonably satisfactory to the Buyer Company) duly executed by an officer of Holdco to the effect that Holdco is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code;

(xv) An IRS Form W-9 properly completed by each Seller other than the Holdco Securityholders establishing an exemption from backup withholding;

(xvi) For each Holdco Securityholder, (u) a properly completed IRS Form W-8BEN and an executed affidavit by each Holdco Securityholder in the form of Schedule 4.3(a)(xvi) attached hereto and (v) a certificate of its Secretary attaching and certifying the resolutions of its governing board and certifying the title, incumbency and signature of each officer executing any documents on its behalf; and

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(xvii) All documentation required to change authorizations for the accounts identified on Schedule 7.30 to the individuals designated by the Buyer Company.

(b) The Buyer Company will deliver to the Sellers, the Sellers’ Representative or the Escrow Agent, as the case may be:

(i) The Initial Payment Amount in accordance with Section 3.1(b)(iii) reduced by the amounts determined pursuant to Section 3.1(c)(i)(x) and (y);

(ii) A certificate in the form of Schedule 4.3(b)(ii) , dated as of the Closing Date and signed by the manager of the Buyer Company, expressly certifying that the conditions in Section 11.2(a) have been satisfied and to which is attached the resolutions of the Buyer Company approving the Transactions;

(iii) A Certificate of Existence/Good Standing in regards to the Buyer Company issued by the Secretary of State of its state of organization (dated no more than fifteen (15) days prior to the Closing Date);

(iv) To the Sellers’ Representative, the Escrow Agreement and the Retained Assets Escrow Agreement, each duly executed by the Buyer Company;

(v) To the TARGET, the amounts determined pursuant to Section 3.1(c)(i)(x) and (y);

(vi) To the TARGET, the Change of Control Payment Amount;

(vii) To the Escrow Agent, the Escrow Amount; and

(viii) To the Retained Assets Escrow Agent, the Retained Assets Escrow Agreement.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE BUYER COMPANY

As a material inducement to the Sellers to enter into this Agreement and for the Sellers to sell the Purchased Shares to the Buyer Company and/or agree to the cancellation of the Options and the Warrants, as the case may be, the Buyer Company hereby represents and warrants to the Sellers that as of the Effective Date:

Section 5.1 Organization; Corporate Power and Authorization

The Buyer Company is duly organized, validly existing and in good standing under the laws of the State of Louisiana. The Buyer Company has the requisite limited liability company power and authority necessary to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party. The Buyer Company has duly authorized the execution, delivery and performance by the Buyer Company of the Transaction Documents.

Section 5.2 Binding Effect and Noncontravention

(a) Each Transaction Document to which the Buyer Company is a party constitutes a legal valid and binding obligation of the Buyer Company and is enforceable against the Buyer Company in

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accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b) The execution, delivery and performance by the Buyer Company of each of the Transaction Documents to which it is a party do not and shall not: (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under or result in a violation of or (iii) except as set forth on Schedule 5.2(b) , require any authorization, consent, approval, exemption, filing or other action by or declaration or notice to any third Person or Governmental Authority pursuant to: (A) the Charter Documents of the Buyer Company, (B) any agreement, instrument, or other document to which the Buyer Company is a party or (C) any constitution, statute, regulation, rule, injunction, judgment, order, Legal Requirement or other restriction of any Governmental Authority, to which the Buyer Company or any of its assets are subject.

Section 5.3 Brokerage

The Buyer Company has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Sellers could become liable or obligated.

Section 5.4 Financing

The Buyer Company is a newly formed limited liability company which has conducted no business other than in connection with the Transactions. Schedule 5.4 contains true, complete and correct copies of executed commitment letters to provide the Buyer Parent bank financing for the Transactions in the aggregate amount of $500,000,000 (the “ Financing Documents ”). The Financing Documents are in full force and effect and have not been amended or modified. Neither the Buyer Parent nor the Buyer Company has any knowledge that any of the conditions set forth in the Financing Documents will not be satisfied. The financing contemplated by the Financing Documents constitutes all of the financing which will be required to be provided to the Buyer Company for consummation of the Transactions and payment of the fees and expenses incurred by the Buyer Company in connection therewith. Subject only to receipt of the financing contemplated by the Financing Documents, the Buyer Company will have available at the Closing funds sufficient to pay the Purchase Price and the fees and expenses of the Buyer Company related to the Transactions. Neither the Buyer Parent nor the Buyer Company knows of any circumstance or condition that is expected to prevent the availability at Closing of such financing.

Section 5.5 No Litigation

There is no Litigation pending or, to its knowledge, threatened against the Buyer Company, its properties or businesses, which is reasonably expected to have a material adverse effect on the Buyer Company or restrict the ability of the Buyer Company to consummate the Transactions and otherwise perform hereunder.

Section 5.6 Investment Intent

The Buyer Company is an “accredited investor” as defined in the Securities Act and possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment hereunder. The Purchased Shares are being acquired by the Buyer Company in a private transaction for its own account and not with a view to, or for offer or resale in connection with, any distribution within the meaning of Section 2(11) of the Securities Act. The Buyer Company hereby acknowledges that the Purchased Shares are unregistered and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Buyer Company acknowledges and agrees that it will not make any disposition of the

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Purchased Shares which will or may involve Holdco, the TARGET or the Sellers in a violation of the Securities Act, the Securities Exchange Act or of any state securities laws.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES REGARDING SELLERS

Each Seller represents and warrants to the Buyer Company, solely with respect to such Seller, that the statements contained in this Article VI are correct and complete as of the Effective Date, except as set forth in the Schedules identified in this Article VI (all of the Schedules identified in this Agreement, collectively the “ Disclosure Schedule ”). The numbering of the Disclosure Schedule corresponds to the numbered Sections in this Agreement.

Section 6.1 Ownership

(a) Such Seller is the lawful record and beneficial owner of the Purchased Shares set forth opposite such Seller’s name on Exhibit A and has good and marketable title to such Purchased Shares, free and clear of any Liens (other than for Liens which will be released prior to the Closing), warrants, options, calls, commitments, proxies and voting agreements, and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto, including community property or other spousal rights. Such Seller is not the subject of any bankruptcy, reorganization or similar proceeding.

(b) Such Seller is the lawful record and beneficial owner of the Options and/or Warrants set forth opposite each Seller’s name on Exhibit A . Such Seller consents to the cancellation of such Options and Warrants in accordance with the terms of this Agreement. Such Seller is not the subject of any bankruptcy, reorganization or similar proceeding.

Section 6.2 Organization, Standing, Qualification and Power

Such Seller, to the extent not an individual, is duly organized, validly existing and in good standing under the laws of the state or country of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as presently conducted and to own the Purchased Shares, Registered Notes, Options and/or Warrants, as the case may be, set forth opposite such Seller’s name on Exhibit A .

Section 6.3 Authority; Execution and Delivery; Enforceability

Such Seller has all power and authority to execute this Agreement and the Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions. The execution and delivery by such Seller of this Agreement and the Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on the part of such Seller. Such Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each Transaction Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

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Section 6.4 No Conflicts; Consents

(a) As of the Effective Date, no consent, approval, license, permit, order, qualification or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any other Person is required for or in connection with the execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party, and the consummation by such Seller of the Transactions, other than (i) those set forth on Schedule 6.4(a) , (ii) those the failure of which to obtain or make, individually or in the aggregate, would not materially impair the ability of such Seller to perform its obligations under this Agreement and (iii) those that may be required solely by reason of the Buyer Company’s (as opposed to any other third party’s) participation in the Transactions.

(b) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by such Seller and the effectuation of the transactions this Agreement and those Transaction Documents contemplate do not and will not (i) violate, breach or constitute a default under (A) the Charter Documents of such Seller, (B) any Legal Requirement applicable to such Seller, subject to obtaining all necessary consents and approvals set forth in Schedule 6.4(a) , or (C) except as set forth on Schedule 6.4(a) , any Material Contract of such Seller, except in the case of (B) or (C) as would not Materially impair the ability of such Seller to perform its obligations under this Agreement, or (ii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any of Purchased Shares.

(c) Except as Schedule 6.4(a) lists, no Legal Requirement requires such Seller to obtain any Governmental Approval, or make any filings, including any report or notice, with any Governmental Authority, in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

(d) Except as Schedule 6.4(a) sets forth, no Material Contractual Commitment or other Material agreement or Material arrangement to which such Seller is a party or is bound or to which any of its properties or other assets are subject, requires such Seller to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by such Seller of the Transaction Documents, the enforcement against such Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.

Section 6.5 Litigation

There (a) are no outstanding judgments against any Seller, (b) are no Proceedings pending or, to the knowledge of such Seller, threatened against such Seller, and (c) is no Litigation by any Governmental Authority that is pending or, to the knowledge of such Seller, threatened against such Seller, other than in the case of (a), (b), or (c) that would not prevent or materially impair such Seller’s ability to consummate the Transactions.

Section 6.6 Brokerage

Except as set forth on Schedule 6.6 , the Sellers have no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions for which the Buyer Company could become liable or obligated.

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ARTICLE VII.

GENERAL REPRESENTATIONS AND WARRANTIES REGARDING HOLDCO, TARGET

AND ITS SUBSIDIARIES

Holdco, the TARGET and the Sellers jointly and severally represent and warrant to the Buyer Company that the statements contained in this Article VII are correct and complete as of the Effective Date or such earlier date, if any specifically provided for herein, except as set forth in the Disclosure Schedule.

Section 7.1 Capitalization and Constituent Documents

(a) The authorized capital stock of the TARGET consists of 1,000,000 TARGET Shares. As of the Effective Date, 103,084 TARGET Shares, 12,830.89 Options and 2,366 Warrants are issued and outstanding. 101,166 of the issued and outstanding TARGET Shares are held by Holdco. As of the Closing Date, 103,084 TARGET Shares, 12,830.89 Options and 2,366 Warrants will be issued and outstanding (with all of the Options and Warrants to be cancelled at the Closing as provided herein). As of the Closing Date, all of the issued and outstanding TARGET Shares are voting shares. All issued and outstanding TARGET Shares have been duly authorized and validly issued and are fully paid and are nonassessable. The Charter Documents of the TARGET provide for no preemptive rights. Each Option and