AMEDISYS INC, 8-K, 2000-05-11

AMEDISYS INC
8-K, 2000-05-11
HOME HEALTH CARE SERVICES

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<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

- --------------------------------------------------------------------------------

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 28, 2000

AMEDISYS, INC.
--------------
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

0-24260 11-3131700
-------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)

3029 S. Sherwood Forest Blvd., Ste. 300 Baton Rouge, LA 70816
-------------------------------------------------------------
(Address of principal executive offices including zip code)

(225) 292-2031
--------------
(Registrant's telephone number, including area code)

1
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT

Inapplicable

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On April 28, 2000, Amedisys, Inc. ("the Company"), Park Place Surgery
Center, LLC ("Park Place"), and the remaining Members of Park Place Surgery
Center, LLC ("Physician Members") entered into an agreement for the purchase and
sale of the Company's 20% membership interest in Park Place, an outpatient
surgery center in Lafayette, Louisiana, to the Physician Members. The purchase
price of $3,200,000 cash was paid to the Company at closing. The purchase price
was derived by an independent valuation analysis based on the discounted
economic income method. In addition to the purchase price, the Company will also
participate, on a pro rata basis, in the final cash distribution of Park Place
which shall be computed and made within thirty days after the closing. The
Company and the Physician Members had no material relationship prior to the
transaction, except by virtue of their membership interest in Park Place and
that the Company and some Physician Members served on the Board of Directors of
Park Place. At the closing, the management agreement existing between the
Company and Park Place was also terminated.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

Inapplicable

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Inapplicable

ITEM 5. OTHER EVENTS

Inapplicable

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS

Inapplicable

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Inapplicable.

(b) Pro Forma Financial Information.

The pro forma financial information of the Company required
pursuant to Article 11 of Regulation S-X is attached hereto as
Annex A.

(c) Exhibit
No. Page
2.22(i) Agreement for Purchase and Sale of LLC Membership
Interest among Amedisys, Inc., Park Place Surgery
Center, LLC, and the Members of Park Place Surgery
Center, LLC ........................................A-1

(i) Filed herewith.

2
<PAGE> 3

ITEM 8. CHANGE IN FISCAL YEAR

Inapplicable

ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

Inapplicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

AMEDISYS, INC.

By: /s/ JOHN M. JOFFRION
---------------------------------------
John M. Joffrion
Senior Vice President of Finance
Principal Accounting and Financial Officer

DATE: May 11, 2000

<PAGE> 4

ANNEX A

AMEDISYS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1999

In 000's, except per share amounts

<TABLE>
<CAPTION>
Historical Effect of Sale * Pro Forma
---------- ---------------- ---------
<S> <C> <C> <C>
ASSETS

Current Assets:
Cash $ 1,425 $ 3,200 $ 4,625
Accounts Receivable, Net of Allowance for Doubtful
Accounts of $2,199 in December 1999 and
$3,095 in December 1998 11,426 -- 11,426
Prepaid Expenses 319 -- 319
Inventory and Other Current Assets 487 -- 487
Current Assets Held for Sale 1,182 (457) 725
-------- -------- --------
Total Current Assets 14,839 2,743 17,582

Property, Plant and Equipment, Net 3,439 -- 3,439
Other Assets, Net 19,544 -- 19,544
Long-term Assets Held for Sale 4,262 -- 4,262
-------- -------- --------

Total Assets $ 42,084 $ 2,743 $ 44,827
======== ======== ========

LIABILITIES

Current Liabilities:
Accounts Payable $ 4,739 $ -- $ 4,739
Accrued Expenses:
Payroll and Payroll Taxes 6,240 -- 6,240
Insurance 660 -- 660
Income Taxes 437 -- 437
Other 3,552 -- 3,552
Notes Payable 4,917 -- 4,917
Long-term Debt Classified as Current 15,461 -- 15,461
Notes Payable to Related Parties 10 -- 10
Current Portion of Long-term Debt 2,325 -- 2,325
Current Portion of Obligations under Capital Leases 402 -- 402
Deferred Revenue, Current Portion 2,119 -- 2,119
Current Liabilities Held for Sale 806 -- 806
-------- -------- --------
Total Current Liabilities 41,668 -- 41,668

Long-term Debt 2,206 -- 2,206
Deferred Revenue 6,003 -- 6,003
Obligations under Capital Leases 211 -- 211
Other Long-term Liabilities 826 -- 826
Long-term Liabilities Held for Sale 1,275 -- 1,275
-------- -------- --------
Total Liabilities 52,189 -- 52,189
-------- -------- --------

Minority Interest 81 -- 81
-------- -------- --------

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock 3 -- 3
Preferred Stock (750,000 Shares) 1 -- 1
Additional Paid-in Capital 12,203 -- 12,203
Treasury Stock (4,667 Shares) (25) -- (25)
Retained Earnings (Deficit) (22,368) 2,743 (19,625)
-------- -------- --------
Total Stockholders' Equity (Deficit) (10,186) 2,743 (7,443)
-------- -------- --------
Total Liabilities and Stockholders' Equity $ 42,084 $ 2,743 $ 44,827
======== ======== ========
</TABLE>

* See accompanying notes to financial statements.

<PAGE> 5

ANNEX A

AMEDISYS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999

IN 000'S, EXCEPT PER SHARE AMOUNTS

<TABLE>
<CAPTION>
HISTORICAL EFFECT OF SALE * PRO FORMA
------------ ---------------- ------------
<S> <C> <C> <C>
Income:
Service revenue $ 97,411 $ -- $ 97,411
Cost of service revenue 46,890 -- 46,890
------------ ------------ ------------
Gross margin 50,521 -- 50,521
------------ ------------ ------------

General and administrative expenses:
Salaries and benefits 30,089 -- 30,089
Other 23,057 -- 23,057
------------ ------------ ------------
Total general and administrative expenses 53,146 -- 53,146
------------ ------------ ------------

Operating (loss) (2,625) -- (2,625)

Other income and expense:
Interest income 66 -- 66
Interest expense (3,625) -- (3,625)
Other income/(expense), net (1,732) -- (1,732)
------------ ------------ ------------
Total other income and expenses (5,291) -- (5,291)
------------ ------------ ------------

Net (loss) before income taxes, minority
interest and discontinued operations (7,916) -- (7,916)

(Benefit) for estimated income taxes (3,263) -- (3,263)
------------ ------------ ------------

Net (loss) before discontinued operations (4,653) -- (4,653)

Discontinued operations:
(Loss) from discontinued operations, net of income taxes (212) (639) (851)
Gain on dispositions, net of income taxes 6,165 -- 6,165
------------ ------------ ------------

Total discontinued operations 5,953 (639) 5,314
------------ ------------ ------------

Net income $ 1,300 $ (639) $ 661
============ ============ ============

Weighted average common shares outstanding 3,093 3,093

Basic earnings per common share:
Net (loss) before discontinued operations $ (1.50) $ (1.50)
(Loss) from discontinued operations, net of income taxes (0.07) (0.28)
Gain on dispostion, net of income taxes 1.99 1.99
------------ ------------
Net income $ 0.42 $ 0.21
============ ============
</TABLE>

* See accompanying notes to financial statements.

<PAGE> 6
AMEDISYS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A. Basis of Presentation

On April 28, 2000, Amedisys, Inc. ("the Company"), Park Place Surgery
Center, LLC ("Park Place"), and the remaining Members of Park Place Surgery
Center, LLC ("Physician Members") entered into an agreement for the purchase and
sale of the Company's 20% membership interest in Park Place, an outpatient
surgery center in Lafayette, Louisiana to the Physician Members. The purchase
price of $3,200,000 cash was paid to the Company at closing. The purchase price
was derived by an independent valuation analysis based on the discounted
economic income method. In addition to the purchase price, the Company will also
participate, on a pro rata basis, in the final cash distribution of Park Place
which shall be computed and made within thirty days after the closing. The
Company and the Physician Members had no material relationship prior to the
transaction, except by virtue of their membership interest in Park Place and
that the Company and some Physician Members served on the Board of Directors of
Park Place. At the closing, the management agreement existing between the
Company and Park Place was also terminated.

The accompanying pro forma condensed consolidated balance sheet has been
prepared by applying certain pro forma adjustments to historical financial
information, assuming the sale occurred on December 31, 1999. The pro forma
condensed consolidated statement of operations for the year ended December 31,
1999 has been prepared based upon certain pro forma adjustments to historical
financial information, assuming the sale occurred on January 1, 1999.

The pro forma data is not necessarily indicative of the operating results
or financial position that would have occurred had the transaction described
above been consummated at the date indicated, nor necessarily indicative of
future operating results or financial position.

Basic net income per share of common stock is calculated by dividing net
income applicable to common stock by the weighted average number of common
shares outstanding during the period. Diluted net income per share is not
presented because stock options and convertible securities outstanding during
the period presented were not dilutive.

In August 1999, the Company adopted a formal plan to sell all of its
interests in its outpatient surgery and infusion therapy divisions to become a
focused home health nursing company. Subsequently, the Company has classified
these divisions as discontinued operations in its Statements of Operations. In
addition, the majority of the assets and liabilities of these divisions were
classified as Held for Sale in the Company's historical Balance Sheets.

<PAGE> 7

B. Effect of Sale

(1) Reflects the financial position of the investment as of December 31,
1999 in the balance sheet, in addition to the following adjustments:

a. Increase in Cash of $3,200,000 to reflect the purchase price
paid at closing.

b. Decrease in Assets Held for Sale of $456,873 to reflect the
sale of the Company's investment in Park Place Surgery
Center, LLC.

(2) Reflects the operating results of the investment for the fiscal year
ended December 31, 1999 in the statement of operations.

a. Increase in (Loss) from Discontinued Operations, Net of
Income Taxes of $639,000 which reflects the investment's
equity in earnings of $457,000, management fee revenue of
$193,000 and development fees of $14,000 offset by
anticipated overhead expense reductions of $25,000.
<PAGE> 8

INDEX TO EXHIBIT

<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C> <C>
2.22 (i) Agreement for Purchase and Sale of LLC Membership Interest
among Amedisys, Inc., Park Place Surgery Center, LLC, and the
Members of Park Place Surgery Center, LLC

(i) Filed herewith.

</TABLE>

<PAGE> 1
EXHIBIT 2.22

AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

THIS AGREEMENT (this "Agreement") is made and entered into as of the
28th day of April, 2000 by and between the following:

AMEDISYS, INC. ("Amedisys"), a corporation organized and existing
under the laws of the State of Delaware, whose address for
purposes of this Agreement is 3029 South Sherwood Forest Boulevard,
Baton Rouge, LA, appearing and acting herein by and through its
undersigned authorized representative;

PARK PLACE SURGERY CENTER, L.L.C. (the "Company"), a Louisiana limited
liability company organized and existing under the laws of the State
of Louisiana, whose address for purposes of this Agreement is 901
Wilson Street, Lafayette, LA 70503, appearing and acting herein by and
through its undersigned duly authorized representative;

and

The undersigned Members of PARK PLACE SURGERY CENTER, L.L.C. (the
"Purchasers").

EXPLANATORY STATEMENT:

A. Amedisys is the owner of a twenty (20%) percent Membership Interest
(the "Membership Interest") in the Company.

B. The Company is governed by the provisions of an Operating Agreement
dated December 1, 1997 by and between Amedisys and the other Members of the
Company (the "Operating Agreement").

C. Amedisys desires to sell to Purchasers, and Purchasers desire to
purchase from Amedisys, the Membership Interest, all upon the terms and
conditions set forth below.

AGREEMENT:

NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Company and the Amedisys agree as follows:

1. PURCHASE OF MEMBERSHIP INTEREST. The Purchasers do hereby agree to
purchase from Amedisys, and Amedisys does hereby agree to sell and transfer to
the Purchasers, the Membership Interest, together with any and all right,
title, and interest which Amedisys has

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 1

<PAGE> 2

under the provisions of the Operating Agreement, or in and to any of the
Company's assets, with respect to the Membership Interest so assigned. The
Membership Interest shall be acquired by Purchasers in the proportions set
forth on Exhibit "A" attached hereto.

2. PURCHASE PRICE. As consideration for the purchase (the "Purchase
Price"), the Purchasers will pay to Amedisys at Closing the sum of THREE
MILLION TWO HUNDRED THOUSAND ($3,200,000.00) AND NO/100 ($3,200,000.00) DOLLARS
in cash by bank wire transfer at the Closing. The Purchase Price shall be
allocated among the Purchasers as set forth on Exhibit "A" attached hereto.

3. CLOSING; DELIVERIES.

A. CLOSING. The Closing shall take place at the offices of the Company
in Lafayette, Louisiana on April 27, 2000, or at such other place and at such
other time and date as may be mutually agreed upon by the parties.

B. PROCEEDINGS AT CLOSING. All proceedings to be taken, all payments
to be made and all documents to be executed and delivered by all parties at the
Closing shall be deemed to have been taken, paid, executed and delivered
simultaneously, and no proceedings shall be deemed taken, no payments shall be
deemed made nor any documents executed or delivered until all have been taken,
paid, executed and delivered.

C. DELIVERIES BY AMEDISYS TO THE PURCHASERS. At the Closing, Amedisys
shall execute (where necessary) and deliver, or shall cause to be executed
(where necessary) and delivered, to the Purchasers the following:

(1) All certificates evidencing ownership of interests in the
Company, duly endorsed for transfer to the Purchasers. In the event that
Amedisys ever locates, or comes into possession of, other certificates
evidencing ownership of interests in the Company, then and in that event
Amedisys shall deliver said certificates to the Purchasers for no additional
consideration, it being understood that Amedisys will transfer to the
Purchasers at Closing all of its interest in the currently owned by Amedisys
for the consideration reflected in Section 2 above. Further, at the Closing
Amedisys will release and forever waive any and all rights, if any, that
Amedisys has to (a) be issued additional interests in the Company's and/or (b)
purchase or otherwise acquire any additional interests in the Company.

(2) An executed original counterpart of the "Assignment of
LLC Membership Interest" agreement attached hereto as Exhibit "B".

(3) Such other documents and instruments as may be reasonably
necessary to consummate the transactions contemplated herein.

D. DELIVERIES BY THE PURCHASERS TO AMEDISYS. At the Closing, the
Purchasers shall execute (where necessary) and deliver, or shall cause to be
executed (where necessary) and delivered, to Amedisys the following:

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 2

<PAGE> 3

(1) A cash payment by bank wire transfer in the amount of
$3,200,000.00 representing the Purchase Price as provided in Section 2.

(2) An executed original counterpart of the "Assignment of
LLC Membership Interest" agreement attached hereto as Exhibit B.

(3) Such other documents and instruments as may be reasonably
necessary to consummate the transactions contemplated herein.

E. OTHER CLOSING MATTERS.

(1) At and after the Closing, the Company and the Purchasers
shall secure the release of Amedisys from all of the outstanding business or
trade indebtedness of the Company. To the extent that the Purchasers and the
Company are not successful in obtaining such releases, the Company agrees to
hold harmless Amedisys from and against any and all liability for such debt.

(2) Amedisys will participate, on a pro rata basis, in a
final cash distribution (the "Final Distribution") of the Company to be made
within thirty (30) days after the Closing date (the "Final Distribution Date").
The Final Distribution will be computed based on the excess cash of the Company
as of the date of distribution above the estimated amounts needed by the
Company to pay accrued payroll, accounts payable, amounts due Amedisys under
the Management Agreement and/or the intercompany account and a one (1) month
reserve for cash expenses. By way of illustration only, the formula for
computing the Final Distribution will be as set forth on Exhibit "C" attached
hereto. Between the date of Closing and the Final Distribution Date, the
Company will not make any capital expenditures or prepay or make accelerated
payments of existing debt except for such capital expenditures or payments of
debt as may be required in the ordinary course of business.

(3) At the Closing, Amedisys and the Company will terminate
the Management Agreement between the parties dated December 1, 1997.

(4) All amounts due to/from Amedisys under the Management
Agreement and/or the intercompany account will be settled by final payment by
wire transfer within thirty (30) days after the Closing Date.

(5) The determination of all amounts due between the parties
arising from items (2) through (4) above or otherwise shall be determined by a
certified public accountant selected by the Company, whose determination shall
be conclusive on all parties.

(6) At Closing, Amedisys shall resign from any and all
positions held in the Company, whether as manager, member of the Management
Committee or otherwise, such resignation to be in writing and effective as of
the Closing date.

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 3

<PAGE> 4

F. TRANSITIONAL MATTERS.

(1) TRANSITION PERIOD; SERVICES. Amedisys and the Company
agree, from and after the Closing date and for a period of up to ninety (90)
days following the Closing date (the "Transition Period"), that Amedisys will
provide to the Company on an "as needed" basis the Management Services set
forth in Section 2 of the Management Agreement as well as the Accounting and
Bookkeeping Services set forth in Section 3 of the Management Agreement (all of
which are hereinafter referred to as the "Transitional Services"). The
selection and extent of services to be provided shall be in the discretion of
the Company. Nothing contained in this Agreement shall preclude the Company
from obtaining the Transitional Services from other providers.

(2) COOPERATION. Amedisys and the Company shall each use its
best efforts to cooperate with the other in planning the scope and timing of
the Transitional Services and in the conduct of same in order to assure an
orderly transition.

(3) REIMBURSEMENT. The Company agrees to reimburse Amedisys
for the Transitional Services actually rendered to the Company in accordance
with a written hourly fee schedule to be agreed upon prior to the Closing date.
The hourly fee schedule may provide different rates for different categories of
personnel. In addition, the Company agrees to reimburse Amedisys for all
out-of-pocket expenses incurred by Amedisys in connection with performing the
Transitional Services. Amedisys shall, on a weekly basis during the
Transitional Period, submit to the Company a written statements of fees and
expenses for payment, accompanied by such supporting detail as the Company may
reasonably request. Payment shall be due within five (5) days after date of the
statement.

(4) RELATIONSHIP DURING THE TRANSITION PERIOD. The
relationship of Amedisys to the Company during the conduct of the Transitional
Services shall be that of an independent contractor, and nothing contained
herein shall be construed to create any partnership, joint venture or similar
enterprise between or among the parties.

4. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.

A. BY AMEDISYS. Amedisys hereby represents and warrants to the Company
that, on the date hereof and as of the date of Closing:

(1) Amedisys is the sole legal and beneficial owner of the
Membership Interest. Amedisys has not sold, transferred, or encumbered any or
all of the Membership Interest. Subject to the provisions of the Operating
Agreement, Amedisys has the full and sufficient right at law and in equity to
transfer and assign the Membership Interest, and is transferring and assigning
the Membership Interest to the Company free and clear of any and all right,
title, or interest of any other person whatsoever.

(2) Amedisys has been given no notice of any default in
performing its obligations under the provisions of the Operating Agreement and,
to the best of Amedisys's

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 4

<PAGE> 5

knowledge, information, and belief, Amedisys is not in default in performing
those obligations.

B. BY EACH PARTY. Each party represents and warrants to the other that
it has been duly authorized to execute and deliver this Assignment, and to
perform its obligations under this Assignment and as required of each party at
Closing.

5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made herein shall survive the closing of the transaction set forth
in this Agreement.

6. NOTICES. Any notice, demand, consent, approval, request, or other
communication or document to be provided hereunder to a party hereto shall be
(a) in writing, and (b) deemed to have been provided (i) forty-eight (48) hours
after being sent as certified or registered mail in the United States mail,
postage prepaid, return receipt requested, to the address of the party set
forth in this Agreement or to any other address in the United States of America
as the party may designate from time to time by notice to the other party, or
(ii) upon being given by hand or other actual delivery to the party.

7. CONSENT OF THE COMPANY. Park Place Surgery Center, L.L.C. joins in
this Agreement for the specific purpose of ratifying and consenting to the
purchase of the Membership Interest of Amedisys by the Purchasers as set forth
herein, and does hereby waive any and all rights it may have to acquire said
Membership Interest, whether such rights may arise under of the Articles of
Organization of the Company, its Operating Agreement or any other agreement, or
by virtue of law.

8. CONFIDENTIALITY.

A. CONFIDENTIAL INFORMATION. No party shall, without the prior written
consent of all other parties, make any statement, or any public announcement,
or any release to publications or to the press, or make any statement to any
competitor, customer, or any other third party, with respect to the matters
and/or the transactions contemplated by this Agreement (the "Confidential
Information"), except as may be necessary, in the opinion of their respective
counsel, to comply with the requirements of any law, governmental order, or
regulation. Prior to making any permitted disclosure, the disclosing party
shall give written notice to the other parties. Each party hereby undertakes
and agrees to retain in confidence, and to require its respective employees,
consultants, professional representatives and agents to retain in confidence,
the Confidential Information, and no party will use or disclose to others, or
permit the use or disclosure of, any such Confidential Information. Each party
hereby confirms that any information disclosed to the other regarding the
transactions contemplated by this Agreement, or any discussions held among them
concerning the subject matter of this Agreement prior to its execution, shall
be subject to these confidentiality provisions.

B. REASONABLENESS OF RESTRICTIONS. Each party further acknowledges
that the foregoing covenants concerning confidentiality are made in consequence
of and as an inducement to the other party to enter into negotiations for and
to consummate the transactions contemplated by this Agreement, and to protect
and preserve to each party the benefit of its bargain in this

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 5

<PAGE> 6

matter; that each of the foregoing covenants is reasonable and necessary to
protect and preserve the benefits of this undertaking, and that irreparable
loss and injury would result should any of these confidentiality covenants be
breached by the other party, regardless of whether the transactions
contemplated by this Agreement are consummated.

9. MISCELLANEOUS.

A. EFFECTIVENESS. This Agreement shall become effective on and only on
its execution and delivery by each party.

B. COMPLETE UNDERSTANDING. Subject to the provisions of the Operating
Agreement, this Assignment represents the complete understanding between the
parties as to the subject matter hereof, and supersedes all prior negotiations,
representations, guarantees, warranties, promises, statements, or agreements,
either written or oral, between the parties hereto as to the same.

C. AMENDMENT. This Assignment may be amended by and only by an
instrument executed and delivered by each party.

D. WAIVER. No party shall be deemed to have waived any right which it
holds hereunder unless the waiver is made expressly and in writing (and,
without limiting the generality of the foregoing, no delay or omission by any
party in exercising any such right shall be deemed a waiver of its future
exercise). No waiver shall be deemed a waiver as to any other instance or any
other right.

E. APPLICABLE LAW. All questions concerning the construction,
validity, and interpretation of this Agreement and the performance of the
obligations imposed hereby shall be governed by the internal law, not the law
of conflicts, of the State of Louisiana. If any action or proceeding involving
such questions arises under the Constitution, laws, or treaties of the United
States of America, or if there is a diversity of citizenship between the
parties thereto, so that it is to be brought in a United States District Court,
it shall be brought in the United States District Court for the Western
District of Louisiana.

F. HEADINGS. The headings of the Sections, subsections, paragraphs,
and subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their contents.

G. BENEFIT. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors, and assigns hereunder.

H. SEVERABILITY. No determination by any court, governmental body or
otherwise that any provision of this Assignment or any amendment hereof is
invalid or unenforceable in any instance shall affect the validity or
enforceability of (a) any other provision thereof, or (b) that provision in any
circumstance not controlled by the determination. Each such provision shall be
valid and enforceable to the fullest extent allowed by, and shall be construed
wherever possible as being consistent with, applicable law.

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 6

<PAGE> 7

I. FURTHER ASSURANCES. The parties shall cooperate with each other and
shall execute and deliver, or cause to be delivered, all other instruments and
shall take all other actions, as either party hereto may reasonably request
from time to time in order to effectuate the provisions hereof.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES.]

AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST Page 7

<PAGE> 8

EXHIBITS TO AGREEMENT FOR PURCHASE
AND SALE OF LLC MEMBERSHIP INTEREST

The following exhibits to the "Agreement for Purchase and Sale of LLC Membership
Interest" have been omitted from this filing. The Company will furnish these
exhibits to the Securities and Exchange Commission upon request.

A. Allocation of Membership Interest and Purchase Price

B. Assignment of LLC Membership Interest

C. Calculation of the Final Distribution to Amedisys

<PAGE> 9
AMEDISYS SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

IN WITNESS WHEREOF, Amedisys has caused this Agreement to be executed
on its behalf by its undersigned duly authorized representative in the presence
of the undersigned witnesses on the 28th day of April, 2000.

WITNESSES: AMEDISYS, INC.

/s/ EDWARD F. BREAUX BY: /s/ JOHN JOFFRION
- ---------------------------------- --------------------------------
AUTHORIZED REPRESENTATIVE
/s/ KIRK W. LONG
- ----------------------------------

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH/COUNTY OF LAFAYETTE

BE IT KNOWN that on this 28th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared John Joffrion, to me known,
who declared and acknowledged to me, Notary, that he or she is the Senior V.P.
of Finance of AMEDISYS, INC., a corporation organized under the laws of the
State of Delaware; that as such duly authorized officer, by and with the
authority of the Board of Directors of said corporation, he or she signed and
executed the foregoing instrument as the free and voluntary act and deed of said
Corporation, for and on behalf of said corporation and for the uses, objects and
purposes therein set forth.

/s/ LESTER J. ZAUNBRECHER
-----------------------------------
NOTARY PUBLIC

<PAGE> 10

PARK PLACE SURGERY CENTER, L.L.C. SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

IN WITNESS WHEREOF, Park Place Surgery Center, L.L.C. has caused this
Agreement to be executed on its behalf by its undersigned duly authorized
representative in the presence of the undersigned witnesses on the 28 day of
April, 2000.

WITNESSES: PARK PLACE SURGERY CENTER, L.L.C.

/s/ PAT BENTEN BY: /s/ KENNETH ODINET
- ----------------------------------- ---------------------------------
/s/ AMY LATIOLAIS CST/CFA MANAGING MEMBER
- ----------------------------------
/s/ SHANE BROUSSARD BY: /s/ MICHAEL DUVAL
- ----------------------------------- ---------------------------------
/s/ BILLIE A. ROBIN MANAGING MEMBER
- ----------------------------------
/s/ JOHN JOFFRION BY: /s/ SANJIV J. JINDIA
- ----------------------------------- ---------------------------------
/s/ KIRK W. LONG MANAGING MEMBER
- ----------------------------------
/s/ JOHN JOFFRION BY: /s/ JOHN TOLSON, III M.D.
- ----------------------------------- ---------------------------------
/s/ KIRK W. LONG MANAGING MEMBER
- ----------------------------------
/s/ JOHN JOFFRION BY: /s/ EDWARD F. BREAUX
- ----------------------------------- ---------------------------------
/s/ KIRK W. LONG MANAGING MEMBER
- ----------------------------------

ACKNOWLEDGMENT
STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27 day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared Kenneth Odinet and Michael
Duval, to me known, who declared and acknowledged to me, Notary, that they are
the Managing Members of PARK PLACE SURGERY CENTER, L.L.C., a limited liability
company; that as such duly authorized representative, they signed and executed
the foregoing instrument as the free and voluntary act and deed of said company,
for and on behalf of said company and for the uses, objects and purposes therein
set forth.

/s/ CAROL A. SMITH
-----------------------------------
NOTARY PUBLIC
<PAGE> 11
ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 28 day of April, 2000, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the State and Parish
aforesaid, personally came and appeared Michael Duval, Sanjiv Jindia, John
Tolson and Edward Breaux, to me known, who declared and acknowledged to me,
Notary, that they are the Managing Members of PARK PLACE SURGERY CENTER, L.L.C.,
a limited liability company; that as such duly authorized representative, they
signed and executed the foregoing instrument as the free and voluntary act and
deed of said company, for and on behalf of said company and for the uses,
objects and purposes therein set forth.

/s/ LESTER J. ZAUNBRECHER
-------------------------
NOTARY PUBLIC
<PAGE> 12

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

The undersigned, as Purchaser of a portion of the Membership Interest
of Amedisys, Inc. hereby agrees to all of the terms and provisions of the
foregoing "Agreement For Purchase And Sale of LLC Membership Interest". The
undersigned hereby joins in the execution of the said agreement, hereby
authorizing this Signature Page to be attached thereto.

IN WITNESS WHEREOF, the undersigned has executed this Signature Page
to the "Agreement For Purchase And Sale of LLC Membership Interest in the
presence of the undersigned witnesses on the date set forth below.

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ D. Autin
- -------------------------- -------------------------
DAVID AUTIN

/s/ Kirk W. Long PRINT NAME: D.L. Autin
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared DAVID AUTIN, to known to be
the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC
<PAGE> 13

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Lon M. Baronne
- -------------------------- -------------------------
LON M. BARONNE

/s/ Kirk W. Long PRINT NAME: Lon Baronne
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared LON M. BARONNE, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 14

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Kirk W. Long SIGNATURE: /s/ Daniel R. Bourque
- -------------------------- -------------------------
DANIEL R. BOURQUE

/s/ Vickye D. Broussard PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of _________, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared DANIEL R. BOURQUE, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 15

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Thad A. Bourque
- -------------------------- -------------------------
THAD A. BOURQUE

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared THAD A. BOURQUE, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 16

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Edward F. Breaux
- -------------------------- -------------------------
EDWARD F. BREAUX

/s/ Kirk W. Long PRINT NAME: Edward F. Breaux
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared EDWARD F. BREAUX, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 17

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ E. Paul Breaux, III
- -------------------------- -------------------------
E. PAUL BREAUX, III

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared E. PAUL BREAUX, III, to
known to be the identical person who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, that he executed the
above and foregoing instrument of his own free will, as his own free act and
deed, for the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 18

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Kenneth Champagne
- -------------------------- -------------------------
KENNETH CHAMPAGNE

/s/ Kirk W. Long PRINT NAME: Kenneth Champagne
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared KENNETH CHAMPAGNE, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 19

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Keith A. Columb
- -------------------------- -------------------------
KEITH A. COLUMB

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared KEITH A. COLUMB, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 20

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Carol A. Smith SIGNATURE: /s/ Wayne P. Daigle
- -------------------------- -------------------------
WAYNE P. DAIGLE

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared WAYNE P. DAIGLE, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 21

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Martin J. Ducote, Jr.
- -------------------------- --------------------------
MARTIN J. DUCOTE, JR.

/s/ Kirk W. Long PRINT NAME: Martin J. Ducote, Jr.
- -------------------------- -------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared MARTIN J. DUCOTE, JR., to
known to be the identical person who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, that he executed the
above and foregoing instrument of his own free will, as his own free act and
deed, for the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 22

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Michael J. Duval
- -------------------------- -------------------------
MICHAEL J. DUVAL

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared MICHAEL J. DUVAL, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 23

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Scott A. Gammel
- -------------------------- -------------------------
SCOTT A. GAMMEL

/s/ Kirk W. Long PRINT NAME: Scott A. Gammel
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared SCOTT A. GAMMEL, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 24

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Michel E. Heard
- -------------------------- -------------------------
MICHEL E. HEARD

/s/ Kirk W. Long PRINT NAME: Michel Heard
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared MICHEL E. HEARD, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 25

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Christopher K. Hebert
- -------------------------- -----------------------------
CHRISTOPHER HEBERT

/s/ Kirk W. Long PRINT NAME: Christopher K. Hebert
- -------------------------- ----------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared CHRISTOPHER HEBERT, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 26

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ James C. Ingram, Jr.
- -------------------------- ------------------------
JAMES C. INGRAM, JR.

/s/ Kirk W. Long PRINT NAME:
- ------------------------- -----------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared JAMES C. INGRAM, JR., to
known to be the identical person who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, that he executed the
above and foregoing instrument of his own free will, as his own free act and
deed, for the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 27

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Sanjiv J. Jindia
- -------------------------- ------------------------
SANJIV J. JINDIA

/s/ Kirk W. Long PRINT NAME: Sanjiv Jindia
- ------------------------- -----------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared SANJIV J. JINDIA, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 28

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ J. Lee Leonard
- -------------------------- ------------------------
J. LEE LEONARD

/s/ Kirk W. Long PRINT NAME:
- ------------------------- -----------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared J. LEE LEONARD, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 29
MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ John D. Martin
- -------------------------- -------------------------
/s/ Kirk W. Long JOHN D. MARTIN
- -------------------------
PRINT NAME:
------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared JOHN D. MARTIN, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 30

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Thomas J. Montgomery
- -------------------------- ------------------------
THOMAS J. MONTGOMERY

/s/ Kirk W. Long PRINT NAME: Thomas J. Montgomery
- ------------------------- -----------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared THOMAS J. MONTGOMERY, to
known to be the identical person who executed the above and foregoing
instrument, who declared and acknowledged to me, Notary, that he executed the
above and foregoing instrument of his own free will, as his own free act and
deed, for the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 31
MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Kirk W. Long SIGNATURE: /s/ Robert L. Morrow, Jr.
- -------------------------- -------------------------
ROBERT L. MORROW

/s/ Carol A. Smith PRINT NAME:
- ------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared ROBERT L. MORROW, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 32

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Scott M. Neusetzer
- -------------------------- --------------------------
SCOTT M. NEUSETZER

/s/ Kirk W. Long PRINT NAME: Scott M. Neusetzer
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared SCOTT M. NEUSETZER, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 33
MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Kenneth Odinet, Jr.
- -------------------------- -----------------------
KENNETH L. ODINET

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared KENNETH L. ODINET, known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 34

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ John Schutte
- -------------------------- ------------------------
JOHN SCHUTTE

/s/ Kirk W. Long PRINT NAME: John Schutte
- -------------------------- -----------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared JOHN SCHUTTE, to known to be
the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 35
MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Jeffrey J. Thibodeaux
- -------------------------- ----------------------------
JEFFREY J. THIBODEAUX

/s/ Kirk W. Long PRINT NAME:
- -------------------------- ---------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared JEFFREY J. THIBODEAUX, known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 36

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ John Tolson, III
- -------------------------- -------------------------
JOHN TOLSON, III

/s/ Kirk W. Long PRINT NAME: John Tolson, III
- -------------------------- ------------------------
DATE SIGNED: 4-27, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared JOHN TOLSON, III, to known
to be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC

<PAGE> 37

MEMBER/PURCHASER SIGNATURE PAGE
TO
AGREEMENT FOR PURCHASE AND SALE
OF LLC MEMBERSHIP INTEREST

- -------------------------------------------------------------------------------

WITNESSES: MEMBER/PURCHASER

/s/ Vickye D. Broussard SIGNATURE: /s/ Ben A. Vierra
- -------------------------- ------------------------
BEN A. VIERRA

/s/ Kirk W. Long PRINT NAME: Ben A. Vierra
- -------------------------- -----------------------
DATE SIGNED: 4-28, 2000

ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF LAFAYETTE

BE IT KNOWN that on this 27th day of April, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the State
and Parish aforesaid, personally came and appeared BEN A. VIERRA, to known to
be the identical person who executed the above and foregoing instrument, who
declared and acknowledged to me, Notary, that he executed the above and
foregoing instrument of his own free will, as his own free act and deed, for
the uses, purposes and benefits therein expressed.

/s/ Darren E. Guidry
----------------------------------------
NOTARY PUBLIC