Exhibit 10.9


 


Execution Version


 


AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED


 


CREDIT AND GUARANTY AGREEMENT


 


THIS AMENDMENT NO.
3 TO THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), effective as of May 8,
2020 (the “Effective Date”), is made by and among CIT FINANCE LLC (“Administrative Agent”),
each of the financial entities set forth on the signature pages hereto constituting all the Lenders under the Credit Agreement,
ADAPTHEALTH LLC, a Delaware limited liability company (“Borrower”), and each of the entities set forth
on the signature pages hereto as “Guarantors” (the “Guarantors”).


 


BACKGROUND STATEMENT


 


A.            Borrower,
Guarantors, Administrative Agent and Lenders are parties to that certain Third Amended and Restated Credit and Guaranty Agreement,
dated as of March 20, 2019 (as amended, restated, modified or supplemented, the “Credit Agreement”), pursuant
to which the Borrower and Guarantors established certain financing arrangements with Lenders upon the terms and conditions set
forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.


 


B.            Administrative
Agent, Lenders and the Loan Parties wish to amend certain provisions of the Credit Agreement as set forth herein, which shall become
effective in accordance with the terms and conditions set forth below.


 


STATEMENT OF AGREEMENT


 


The parties hereto, in consideration of
the mutual covenants and agreements set forth herein (the receipt and sufficiency of which is hereby acknowledged), agree as follows:


 


1.            Recitals.
This Amendment shall constitute a Loan Document and the Recitals set forth above shall be construed as part of this Amendment as
if set forth fully in the body of this Amendment.


 


		2.	Amendments to Credit Agreement.



 


(a)            Amendment
to Permitted Acquisition Definition. The Permitted Acquisition definition of Section 1.01 of the Credit Agreement is hereby
amended by deleting the $300,000,000 amount set forth in clause (x) therein and replacing it with $500,000,000.


 


(b)            Amendment
to Section 2.15(a) (Uncommitted Facilities Increase). Section 2.15(a) of the Credit Agreement is hereby
amended by (i) deleting the language “subject to the consent of each Lender,” in the second line thereof and (ii) deleting
the parenthetical “(as determined by all of the Lenders),” in clause (xii) thereof.


 






     


     


    

 


3.              Representations
and Warranties; Covenants. Each Loan Party hereby represents and warrants as follows:


 


(a)             Bringdown.
After giving effect to this Amendment, each of the representations and warranties of the Loan Parties contained in the Credit
Agreement and in the other Loan Documents is true and correct in all material respects (provided, that if any
representation or warranty is by it terms qualified by concepts of materiality, such representation or warranty shall be true
and correct in all respects) on and as of the date hereof with the same effect as if made on and as of the date hereof
(except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in
which case such representation or warranty is true and correct as of such date).


 


(b)            No
Default. No Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan
Documents, each Loan Party is in compliance with all terms and provisions set forth in the Credit Agreement and the other Loan
Documents, and each of the conditions set forth in Section 4 of this Amendment has been satisfied.


 


(c)            Enforceability;
Non-Contravention. The execution and delivery by each Loan Party of this Amendment and the performance by it of the transactions
herein contemplated (i) are and will be within its powers; (ii) have been authorized by all necessary action; (iii) are
not and will not be in contravention of any Loan Party’s Organization Documents; (iv) are not and will not conflict
with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation under
any Material Contract to which any Loan Party is a party or (B) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which any Loan Party or the Property of any Loan Party is subject; (v) will not violate
any Law; or (vi) will not result in a limitation on any material licenses, permits or other Governmental Approvals applicable
to the business, operations or properties of any Loan Party. This Amendment and all allonges, assignments, instruments, documents,
and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against Borrower
and each other Loan Party in accordance with their respective terms, except as such enforceability may be limited (x) by general
principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general
application relating to or affecting the enforcement, of Administrative Agent’s rights.


 


(d)            No
Conflicts. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental
Authority or third party is required in connection with the execution, delivery or performance by the Loan Parties of this Amendment.


 


(e)            No
Material Adverse Effect. No Material Adverse Effect has occurred and is continuing, and the Loan Parties know of no event,
condition or state of facts since the date of the Credit Agreement that could reasonably be expected to have a Material Adverse
Effect.


 


(f)            Obligations.
The execution and delivery of this Amendment does not diminish or reduce the Loan Parties’ obligations under the Loan Documents,
except as expressly modified by this Amendment.


 


(g)            No
Claims. The Loan Parties have no claims, counterclaims, offsets or defenses to the Loan Documents and the performance of their
obligations thereunder, or if a Loan Party has any such claims, counterclaims, offsets, or defenses arising from events occurring
on or before the date hereof, whether known or unknown, to the Loan Documents or any transaction related to the Loan Documents,
the same are hereby waived, relinquished and released in consideration of Administrative Agent’s execution and delivery of
this Amendment.


 






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4.              Effectiveness
Conditions. This Amendment shall be effective upon completion of the following conditions precedent (all documents to be
in form and substance satisfactory to Administrative Agent and Administrative Agent’s counsel):


 


(a)            Executed
counterparts of this Amendment each properly executed by a Responsible Officer of the signing Loan Party and each other Person
party thereto; and


 


(b)            all
representations and warranties of the Loan Parties contained herein shall be true, correct and complete in all material respects
(provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation
shall be true and correct in all respects) as of the Effective Date, except to the extent that any such representation or warranty
relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date (and
each Loan Party’s delivery of its respective signature hereto shall be deemed to be its certification thereof).


 


5.              Effect of
Amendment. From and after the Effective Date, all references to the Credit Agreement set forth in any other Loan Document
or other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended
by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit
Agreement or of any other Loan Document except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement
shall remain in full force and effect in accordance with its terms.


 


(a)            Ratification
of Loan Documents. Except as expressly set forth herein, all of the terms and conditions of the Credit Agreement and Loan Documents
are hereby ratified and confirmed and continue unchanged and in full force and effect.


 


(b)            Governing
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York (without
regard to the conflicts of law provisions thereof).


 


(c)            Waiver
of Trial by Jury. EACH OF THE LOAN PARTIES AND ADMINISTRATIVE AGENT, BY ITS EXECUTION OR ACCEPTANCE OF THIS AMENDMENT,
REAFFIRMS ITS WAIVER OF THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT
OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL.


 


(d)            Expenses.
The Loan Parties agree to pay upon demand all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, all reasonable Attorney Costs) in connection with the preparation, negotiation, execution and delivery
of this Amendment.


 


(e)            Third
Parties. No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.


 


(f)            Severability.
To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting
or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.


 









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(g)            Successors
and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto.


 


(h)            Construction.
The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in
any way affect the meaning or construction of any of the provisions hereof.


 


(i)            Counterparts;
Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same
instrument. This Amendment shall become effective as of the Effective Date upon the execution and delivery of a counterpart hereof
by the Loan Parties, Administrative Agent and Lenders, and the satisfaction of the conditions set forth in Section 4 hereof.
Signatures of the parties to this Amendment transmitted by facsimile or via other electronic format shall be deemed to be their
original signatures for all purposes.


 


[Signatures on following page.]


 






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IN WITNESS WHEREOF, this
Amendment has been duly executed as of the day and year first above written.


 





	ADMINISTRATIVE AGENT	CIT FINANCE LLC, as Administrative Agent
	 	 	 
	 	By:	/s/ Andres Alev
	 	Name:   Andres Alev
	 	Title:     Director



 


[Signature page to Amendment No. 3 to Third Amended and
Restated Credit and Guaranty Agreement]


 






     


     


    

 








	LENDERS:	CIT FINANCE LLC, as a Lender
	 	 	 
	 	By:	/s/ Andres Alev
	 	Name:   Andres Alev
	 	Title:     Director


 


[Signature page to Amendment No. 3 to Third Amended and
Restated Credit and Guaranty Agreement]


 






     


     


    

 


	LENDERS (CONTINUED):	REGIONS BANK, as a Lender
	 	 
	 	By:	/s/ Ned Spitzer



	 	Name:   	Ned Spitzer                
	 	Title:     	Managing Director


 


[Signature Page to Amendment No . 3 to Third Amended and
Restated Credit and Guaranty Agreement]


 









     


     


    

 


	LENDERS (CONTINUED):	TRUIST BANK (as successor by merger to
	 	SunTrust Bank), as a Lender
	 	By:	/s/ Anton Brykalin
	 	Name: Anton Brykalin
	 	Title: Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 









     


     


    

 



 





	LENDERS
    (CONTINUED):	CITIZENS
    BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Mark
    Guyeski
	 	Name:	Mark
    Guyeski
	 	Title:	Vice
    President



 


[Signature
Page to Amendment No.3 to Third Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 


	LENDERS
    (CONTINUED):	PEOPLE’S
    UNITED BANK, N.A, as a Lender
	 	
	 	By:	/s/ Henry
    L. Petrillo



	 	Name:  	Henry L. Petrillo      
	 	Title:    	SUP


 


[Signature
Page to Amendment No . 3 to Third Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS
    (CONTINUED):	FIFTH
    THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	
	 	By:	/s/
    John McChesney



	 	Name: 	John McChesney
	 	Title:	Director


 


[Signature
Page to Amendment No . 3 to Third Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS
    (CONTINUED):	JPMORGAN
    CHASE BANK, N.A., as a Lender
	 	
	 	By:	/s/
    Knstina Havbison 



	 	Name: 	Knstina Havbison
	 	Title:	Authorized signature


 


[Signature
Page to Amendment No . 3 to Third Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 



 





	LENDERS (CONTINUED):	BANKUNITED, N.A., as a Lender
	 	 
	 	By:	/s/ Craig Kincade
	 	Name:	Craig Kincade
	 	Title:	Senior Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS
    (CONTINUED):	 FIRST
    MIDWEST BANK, as a Lender
	 	 
	 	By:	/s/
    James A. Goody
	 	Name:	James
    A. Goody
	 	Title:	Senior
    Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS (CONTINUED):	U.S. BANK NATIONAL ASSOCIATION, as
    a Lender
	 	 
	 	By:	/s/ Roger Gee
	 	Name:	Roger Gee
	 	Title:	Sr. Vice President / MD


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS (CONTINUED):	HANCOCK WHITNEY BANK, as a
    Lender
	 	 
	 	By:	/s/ Megan Brearey
	 	Name:	Megan Brearey
	 	Title:	Senior Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 






 





	LENDERS (CONTINUED):	WEBSTER BANK, NATIONAL ASSOCIATION as a Lender
	 	 
	 	By:	/s/ Melissa Sauri
	 	Name:	Melissa Sauri
	 	Title:	Duly Authorized Signatory


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS
    (CONTINUED):	BANCALLIANCE
    INC, as a Lender
	 	 
	 	By:
    Alliance Partners LLC, its Attorney-in Fact
	 	 
	 	By:	/s/
    John Gray
	 	Name:	John
    Gray
	 	Title:	Executive
    Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 


	LENDERS (CONTINUED):	WILMINGTON SAVINGS FUND SOCIETY, FSB, as a Lender
	 	 
	 	By:	/s/
    James A. Gise
	 	Name:	James A. Gise
	 	Title:	Senior Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 





	LENDERS (CONTINUED):	CAPSTAR BANK, as a Lender
	 	 
	 	By:	/s/ Mark D. Mattson
	 	Name:	Mark D. Mattson
	 	Title:	Executive Vice President


 


[Signature Page to Amendment No. 3 to Third
Amended and Restated Credit and Guaranty Agreement]


 






     


     


    

 



 


	BORROWER:	ADAPTHEALTH
    LLC
	 	 
	 	By:	/s/ Luke McGee
	 	Name: Luke McGee
	 	Title: Chief Executive
    Officer




 


[Signature Page to Amendment No. 3 to Third Amended
and Restated Credit and Guaranty Agreement]


 









     


     


    

 


	GUARANTORS:	ADAPTHEALTH INTERMEDIATE HOLDCO LLC 
	 	ADAPTHEALTH - MISSOURI LLC 
	 	AIRCARE HOME RESPIRATORY, LLC 
	 	AMERICAN ANCILLARIES, INC. 
	 	AMERICOAST MARYLAND LLC 
	 	ASSOCIATED HEALTHCARE SYSTEMS, INC. 
	 	BENNETT MEDICAL SERVICES LLC 
	 	BRADEN PARTNERS, L.P. 
	 	CHOICE MEDICAL HEALTH CARE, LLC 
	 	CLEARVIEW MEDICAL INCORPORATED CPAP SOLUTIONS, LLC 
	 	CPAP2ME, INC. 
	 	FAMILY HOME MEDICAL SUPPLY LLC 
	 	FIRST CHOICE DME LLC 
	 	FIRST CHOICE HOME MEDICAL EQUIPMENT, LLC 
	 	GOULD’S DISCOUNT MEDICAL, LLC 
	 	HALPRIN, INCORPORATED 
	 	HEALTH SOLUTIONS LLC 
	 	HOME MEDICAL EXPRESS, INC. 
	 	HOME MEDISERVICE, LLC 
	 	HOMETOWN HOME HEALTH, LLC 
	 	LMI DME HOLDINGS LLC




 


	 	By:	/s/ Luke McGee
	 	Name: Luke McGee
	 	Title:   Chief Executive Officer




 


[Signature Page to Amendment No. 3 to Third Amended
and Restated Credit and Guaranty Agreement]


 









     


     


    

 


	GUARANTORS
    (CONTINUED):	MED
    STAR SURGICAL & BREATHING EQUIPMENT INC. 
	 	MED WAY MEDICAL, INC. 
	 	MEDBRIDGE HOME MEDICAL
    LLC 
	 	MED-EQUIP, INC. 
	 	MEDSTAR HOLDINGS
    LLC 
	 	OCEAN HOME HEALTH
    OF PA LLC 
	 	OCEAN HOME HEALTH
    SUPPLY LLC 
	 	OGLES OXYGEN, LLC 
	 	ORBIT MEDICAL OF
    PORTLAND, INC. 
	 	PALMETTO OXYGEN,
    LLC 
	 	PPS HME HOLDINGS
    LLC 
	 	PPS HME LLC 
	 	ROBERTS HOME MEDICAL,
    LLC 
	 	ROYAL DME LLC 
	 	ROYAL MEDICAL SUPPLY
    INC. 
	 	SLEEPEASY THERAPEUTICS, INC. 
	 	SOUND OXYGEN SERVICE
    LLC 
	 	TOTAL RESPIRATORY,
    LLC 
	 	TRICOUNTY MEDICAL
    EQUIPMENT AND SUPPLY, LLC 
	 	VERUS HEALTHCARE, INC. 
	 	VERUS HEALTHCARE
    LLC




 


	 	By: 	/s/ Luke McGee 
	 	Name: Luke McGee 
	 	Title:   Chief Executive Officer




 


[Signature Page to Amendment No. 3 to Third Amended
and Restated Credit and Guaranty Agreement]