EXHIBIT 2.3
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993,
AS AMENDED AND IS TRANSFERRABLE ONLY UPON COMPLIANCE WITH OR AN EXEMPTION FROM
ALL APPLICABLE SECURITY AND OTHER LAWS.
PROMISSORY NOTE
$800,000.00 Baton Rouge, Louisiana May 1, 1998
FOR VALUE RECEIVED, the undersigned, AMEDISYS SPECIALIZED MEDICAL SERVICES,
INC. a Louisiana corporation ("Maker"), hereby promises to pay to the order of
PRECISION HOME HEALTH CARE, INC. ("Payee"), at Baton Rouge, Louisiana, the
principal sum of Eight Hundred Thousand and no/100 Dollars ($800,000.00), in
lawful money of the United States of America, which shall be legal tender, in
payment of all debts and dues, public and private at the time of payment,
bearing interest and payable as provided herein.
Interest on the unpaid balance of this Note shall accrue from the date
hereof at a rate per annum equal to 9.5% from the date hereof until paid;
provided, however, that such interest shall not exceed the Maximum Rate as
hereinafter defined. All past-due principal and interest shall bear interest at
the maximum rate permitted by applicable law. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
The principal amount of and accrued interest on this Note shall be due and
payable July 1, 1998.
This note may be prepaid in whole or in part, at any time and from time to
time, without premium or penalty.
If any payment of principal of or interest on this Note shall become due on
a Saturday, Sunday or any other day on which national banks are not open for
business, such payment shall be made on the next succeeding business day.
An event of default means default by the Maker (i) in the payment of any
installment of the principal of, and interest on, the Note when due, whatever
the reason for such event of default and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any Court or any order, rule or regulation of any administrative
governmental body or (ii) in the performance of its obligations under the Asset
Purchase Agreement dated as of May 1, 1998, between Payee and Maker ("The Asset
Purchase Agreement") ("Event of Default").
If an Event of Default shall occur with respect to this Note, or the
Secondary Promissory Note, as defined in the Asset Purchase Agreement, and be
continuing, the Payee or subsequent
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holders may, at its option, declare the unpaid principal amount of this Note
immediately due and payable.
The indebtedness of the Maker hereunder is solidarily guaranteed by
Amedisys, Inc. pursuant to a Guaranty Agreement having the same date hereof.
Notwithstanding anything to the contrary in this Note or any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest and any other charges constituting interest, or adjudicated as
constituting interested, and contracted for, chargeable or receivable under this
Note or otherwise in connection with this loan transaction, shall under no
circumstances exceed the Maximum Rate. In other agreement entered into in
connection herewith or therewith, by voluntary preparyment by Maker or
otherwise, then earned interest may never include more than the Maximum Rate. If
from any circumstances any holder of this Note shall ever receive interest or
any other charges constituting interest, or adjudicated as constituting
interest, the amount, if any, which would exceed the Maximum Rate shall be
applied to the reduction of the principal amount owing on this Note, and not to
the payment of interest; or if such excessive interest exceeds the unpaid
balance of principal thereof, the amount of such excessive interest that exceeds
the unpaid balance of principal hereof shall be refunded to Maker. In
determining whether or not the interest paid or payable exceeds the Maximum
Rate, to the extent permitted by applicable law (i) any nonprincipal payment
shall be characterized as an expense, fee or premium rather than as interest;
and (ii) all interest at any time contracted for, charged, received or preserved
in connection herewith shall be amortized, prorated, allocated and spread in
equal parts during the period of the full stated term of this Note. The term
"Maximum Rate" shall mean the maximum rate of interest allowed by applicable
federal or state law.
Except as provided herein, Maker and any sureties, guarantors and endorsers
of this Note jointly and severally waive demand, presentment, notice of
nonpayment or dishonor, notice of intent to accelerate, notice of acceleration,
diligence in collecting, grace, notice and protest, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing parties without notice to any other party, and to grant any
such party any extensions of time payment for any of said indebtedness, or to
grant any other indulgences or forbearance whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder. If any efforts are made to collect or enforce this Note or any
installment due hereunder, the undersigned agrees to pay all collection costs
and fees, including reasonable attorney's fees.
This Note shall be construed and enforced under and in accordance with the
laws of the State of Louisiana.
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IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.
AMEDISYS SPECIALIZED MEDICAL SERVICES, INC.
By: /s/MICHAEL MCMAUDE
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Michael A. McMaude, President
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