Exhibit 4.1.2
WAIVER AND AMENDMENT NO. 1 TO
CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 1 TO
CREDIT AGREEMENT (this “Waiver and Amendment”) is dated
as of October 28, 2004, and is by and among GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, individually as a
Lender and as Agent for the Lenders (“Agent”),
AMEDISYS, INC., a Delaware corporation (“Holdings”),
and each of the other Borrowers under the Credit Agreement
(described below) named on the signature pages hereto (collectively
with Holdings, the “Borrowers” and, individually, a
“Borrower”).
W I T N E S S E T
H:
WHEREAS, pursuant to that certain
Credit Agreement dated as of April 28, 2004, by and among Agent,
the Lenders from time to time party thereto
(“Lenders”), Borrowers and the other Credit Parties
signatory from time to time thereto (as amended or otherwise
modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein
shall have the meaning ascribed to such terms in the Credit
Agreement), Agent and Lenders agreed, subject to the terms and
provisions thereof, to provide certain loans and other financial
accommodations to Borrowers;
WHEREAS, an Event of Default is
currently in existence as a result of Borrowers permitting Holdings
and its Subsidiaries to make Capital Expenditures in excess of the
amount permitted in the Maximum Capital Expenditures covenant set
forth in Annex G to the Credit Agreement for the twelve month
period ending September 30, 2004, constituting a breach of Section
6.10 of the Credit Agreement and an Event of Default under Section
8.1(b) of the Credit Agreement (the “Existing Event of
Default”); and
WHEREAS, Borrowers desire that Agent
and Lenders waive the Existing Event of Default and amend the
Credit Agreement in certain respects;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Waiver . Subject to the
satisfaction of the conditions set forth in Section 3 below, and in
reliance on the representations and warranties set forth in Section
5 below, Agent hereby waives the Existing Event of Default;
provided that Capital Expenditures for the twelve month
period ending September 30, 2004 did not exceed $4,750,000. This is
a limited waiver and shall not be deemed to constitute a waiver of
any other Event of Default or any future breach of the Credit
Agreement or any of the other Loan Documents.
2. Amendments to Credit
Agreement . Subject to the satisfaction of the conditions set
forth in Section 3 below, and in reliance on the representations
and warranties set forth in Section 5 below, the Credit Agreement
is amended as follows:
(a) The first sentence of Section
2.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
“No Lender shall be obligated
to make any Loan or incur any Letter of Credit Obligations on the
Closing Date, or to take, fulfill, or perform any other action
hereunder, until the following conditions have been satisfied or
provided for in a manner satisfactory to Agent, or waived in
writing by Agent and Lenders and only so long as such conditions
have been satisfied
