WHEREAS, the Fifth Forbearance Agreement expired per its terms on December 15, 2009;     WHEREAS, pursuant to the terms of that certain Sixth Forbearance Agreement (as defined below)the Forbearing Holders (as defined in the Sixth Forbearance Agreement) agreed to forbear fromexercising remedies during the Forbearance Period (as defined in the Sixth Forbearance Agreement);     WHEREAS, the Sixth Forbearance Agreement expired per its terms on January 15, 2010;     WHEREAS, pursuant to the terms of that certain Seventh Forbearance Agreement (as definedbelow) the Forbearing Holders (as defined in the Seventh Forbearance Agreement) agreed to forbearfrom exercising remedies during the Forbearance Period (as defined in the Seventh ForbearanceAgreement);     WHEREAS, the terms of the Seventh Forbearance Agreement provide that the Seventh ForbearanceAgreement shall expire on February 15, 2010; and     WHEREAS, the Makers have requested, subject to the terms and conditions set forth herein, thatthe Agent and the Forbearing Holders by execution of this Agreement agree to forbear, during theForbearance Period set forth in this Agreement, from exercising the rights and remedies availableto them as a direct result of the occurrence of the Designated Event of Default, and the Agent andthe Forbearing Holders have agreed to such forbearance, solely during the Forbearance Period setforth in this Agreement and subject to the terms and conditions set forth herein;     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the partieshereto hereby agree as follows:     SECTION 1. Defined Terms.     (a) As used in this Agreement, the following terms shall have the meanings set forthbelow:     (i) “Company” shall mean American HomePatient, Inc., a Delawarecorporation.     (ii) “Designated Event of Default” shall mean the Event of Default thatarose on August 1, 2009 from the failure of the Makers to pay the outstandingprincipal balance of the Note on the Maturity Date (it being understood and agreedthat any accrued and unpaid interest, including, without limitation, unpaid interestaccrued after the Maturity Date, must be paid monthly in arrears on the firstcalendar day of each month and the failure to pay such interest is not a DesignatedEvent of Default).     (iii) “Fifth Forbearance Agreement” shall mean that certain FifthForbearance Agreement dated as of November 30, 2009.     (iv) “First Forbearance Agreement” shall mean that certain ForbearanceAgreement dated as of July 2, 2009.     (v) “Forbearance Period” shall mean the period (i) commencing on andincluding the Agreement Effective Date (as defined below) and (ii) continuingthrough and including the date that is the earlier to occur of (x) March 15,2010 and(y) the date of occurrence of a Termination Event.
 

 
     (vi) “Fourth Forbearance Agreement” shall mean that certain FourthForbearance Agreement dated as of October 30, 2009.     (vii) “Second Forbearance Agreement” shall mean that certain SecondForbearance Agreement dated as of August 31, 2009.     (viii) “Seventh Forbearance Agreement” shall mean that certain SeventhForbearance Agreement dated as of January 14, 2010.     (ix) “Sixth Forbearance Agreement” shall mean that certain SixthForbearance Agreement dated as of December 15, 2009.     (x) “Termination Event” shall mean the occurrence of an Event ofDefault under the Note, other than the Designated Event of Default, or a defaultunder Section 3 of this Agreement.     (xi) “Third Forbearance Agreement” shall mean that certain ThirdForbearance Agreement dated as of October 1, 2009.     (b) Unless otherwise defined above or elsewhere in this Agreement, capitalized termsused herein shall have the meanings assigned to such terms in the Note.     SECTION 2 Forbearance; Termination; Reservation of Rights.     (a) Upon the terms and conditions set forth in this Agreement, and so long as noTermination Event shall have occurred, the Agent and the Forbearing Holders hereby agree toforbear, solely for the duration of the Forbearance Period, from exercising the rights andremedies available to them as a direct result of the occurrence of the Designated Event ofDefault.     (b) Upon the expiration of the Forbearance Period, the agreement of the Agent and theForbearing Holders hereunder to forbear from exercising their respective rights and remediesduring the Forbearance Period shall immediately terminate without the requirement of anydemand, presentment, protest, or notice of any kind, all of which the Makers herebyunconditionally and irrevocably waive and all of which rights and remedies are fullyreserved by the Agent and the Forbearing Holders. Each of the Makers agrees that any or allof the Agent or the Forbearing Holders may at any time thereafter proceed to exercise anyand all of their respective rights and remedies under the Note, any other document relatedthereto and/or applicable law, including, without limitation, their respective rights andremedies with respect to the Designated Event of Default, none of which rights or remediesor Designated Event of Default is or shall be deemed to be waived in any respect.     SECTION 3. Additional Agreements During Forbearance Period. The Makers hereby agreeto not make or cause to be made, without the prior written consent of a majority in interest of theForbearing Holders, any special payments, success payments or fees, bonuses or any similar paymentsto any consultants, financial advisors, investment bankers, attorneys, accountants or otheradvisors or professionals during the Forbearance Period. For the avoidance of doubt, this Section 3shall not prohibit the payment of any regular, standard or hourly fees to any advisors to theCompany. Any default under Section 3 of this Agreement shall constitute a Termination Event underthis Agreement.     SECTION 4. Conditions to Effectiveness. This Agreement shall become effective as ofthe first date (the “Agreement Effective Date”) upon which the Agent shall have receivedduly executed counterparts hereof that, when taken together, bear the authorized signatures of theMakers, the Agent and
 

 
the Forbearing Holders. The Agent shall notify the Makers and the Forbearing Holders of thedate of the Agreement Effective Date, and such notice shall be conclusive and binding.     SECTION 5. Representations and Warranties. The Makers hereby represent and warrantto the Agent and each of the Forbearing Holders that:     (a) This Agreement has been duly executed and delivered by each of the Makers andconstitutes a legal, valid and binding obligation of each of the Makers, enforceable inaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium or other laws affecting creditors’ rights generally and subject to generalprinciples of equity, regardless of whether considered in a proceeding in equity or at law.     (b) As of the Agreement Effective Date, no Event of Default (excepting the DesignatedEvent of Default) under the Note has occurred and is continuing.     (c) The Makers that are signatories to this Agreement comprise all of the originalMakers (as defined in the Note) that were parties to the Note that are in existence as ofthe date hereof. Any original Maker (as defined in the Note) that is not a signatory to thisAgreement is no longer in existence as of the date hereof and has been merged into a Makerthat is a signatory to this Agreement, and all of such original Maker’s assets andliabilities have been assumed by the Maker that is a signatory to this Agreement.     SECTION 6. No Implied Waiver. Except as expressly set forth herein, this Agreementshall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affectthe rights and remedies of the Agent and the Forbearing Holders under the Note or any otherdocument related thereto, and shall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the Note or any other documentrelated thereto, all of which are ratified and affirmed in all respects and shall continue in fullforce and effect. Nothing herein shall be deemed to entitle any Maker to a consent to, or a waiver,amendment, modification or other change of, any of the terms, conditions, obligations, covenants oragreements contained in the Note or any other document related thereto in similar or differentcircumstances.     SECTION 7. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCEABLE INACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.     SECTION 8. Counterparts. This Agreement may be executed in any number ofcounterparts, each of which when so executed shall constitute an original but all of which, whentaken together, shall constitute a single instrument. Delivery of an executed counterpart of asignature page to this Agreement by telecopy or other electronic transmission shall be effective asdelivery of a manually executed counterpart hereof.     SECTION 9. Entire Agreement. This Agreement sets forth the entire understanding andagreement of the parties hereto in relation to the subject matter hereof and supersedes any priornegotiations and agreements among the parties relative to such subject matter.     SECTION 10. Section Headings. Section headings in this Agreement are included hereinfor convenience of reference only and shall not constitute part of this Agreement for any otherpurpose.     SECTION 11. Successors and Assigns. This Agreement shall be binding upon and inureto the benefit of each of the Makers, the Forbearing Holders, the Agent and their respectivesuccessors and assigns; provided, that no Maker shall be entitled to delegate any of its dutieshereunder and shall not
 

 
assign any of its rights or remedies set forth in this Agreement without the prior writtenconsent of the Agent in its sole discretion.     SECTION 12. Severability. Whenever possible, each provision of this Agreement shallbe interpreted in such manner as to be effective and valid under applicable law; but if anyprovision of this Agreement shall be prohibited by or invalid under applicable law, such provisionshall be ineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement.     SECTION 13. Tolling of Statutes of Limitations. The parties hereto agree that therunning of all statutes of limitation or doctrine of laches applicable to all claims or causes ofaction that any Forbearing Holder or the Agent may be entitled to take or bring in order to enforceits rights and remedies against any Maker shall be, to the fullest extent permitted by law, tolledand suspended during the Forbearance Period.[Remainder of this page intentionally left blank.]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by theirrespective authorized officers as of the date first above written.      Makers: