Exhibit 10.1


 


FIRST INCREMENTAL
FACILITY AMENDMENT 


 


dated as of April 23, 2021


 


to the


 


CREDIT AGREEMENT


 


dated as of
January 20, 2021


 


among


 


ADAPTHEALTH
INTERMEDIATE HOLDCO LLC


as Intermediate
Holdings,


 


ADAPTHEALTH
LLC,


as Borrower,


 


CERTAIN SUBSIDIARIES
OF THE BORROWER


PARTY HERETO
FROM TIME TO TIME,


as the Guarantors,


 


THE LENDERS PARTY HERETO,


and


 


REGIONS BANK,


as Administrative
Agent and Collateral Agent,


  


REGIONS CAPITAL MARKETS, a division of Regions
Bank,


CITIZENS
BANK, N.A.,


and


TRUIST
SECURITIES, INC.,


as Joint Lead Arrangers and Joint Bookrunners


 









     


     


    

 


FIRST INCREMENTAL FACILITY AMENDMENT


 


THIS FIRST INCREMENTAL FACILITY
AMENDMENT (this “Amendment”), dated as of April 23, 2021, to the Credit Agreement referenced below is by and among
ADAPTHEALTH INTERMEDIATE HOLDCO LLC, a Delaware limited liability company (“Intermediate
Holdings”), AdaptHealth LLC, a Delaware limited liability company (the “Borrower”),
certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders party hereto (including each New Lender
(as defined below)), and REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”).


 


W I T N E S S E T H


 


WHEREAS, revolving credit
and term loan facilities have been extended to the Borrower pursuant to that certain Credit Agreement dated as of January 20, 2021 (as
amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
by and among the Borrower, Intermediate Holdings, the Guarantors identified therein, the Lenders identified therein and the Administrative
Agent and Collateral Agent; and


 


WHEREAS, Borrower has requested
certain modifications to the Credit Agreement and the Lenders have agreed to such modifications to the Credit Agreement on the terms and
conditions set forth herein.


 


NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.              Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms
in the Credit Agreement, as amended hereby.


 


2.               Increase in Revolving Commitments; Incremental Term Loan. 


 


2.1.          Subject
to the terms and conditions set forth herein, the Aggregate Revolving Commitments are hereby amended and increased to an aggregate principal
amount of $450,000,000. The Revolving Commitment of each Lender (including each New Lender) as of the date hereof is equal to the amount
set forth opposite such Lender’s name on Appendix A to the Credit Agreement attached hereto as Appendix A.


 


2.2.          Subject
to the terms and conditions set forth herein, the Term Loan A Commitments are hereby amended and increased to an aggregate principal
amount of $800,000,000. Each New Lender and each Lender with an increase in its Term Loan A Commitment severally agrees to make its portion
of such increased Term Loan A to the Borrower in Dollars on the First Amendment Effective Date in an amount not to exceed such Lender’s
Term Loan A Commitment Percentage.


 


3.                Amendments to Credit Agreement.


 


3.1.            
The following definition is hereby inserted in Section 1.1 of the Credit Agreement in the appropriate alphabetical order:


 


“First Amendment
Effective Date” means April 23, 2021.


 









     


     


    

 


3.2.        
 The following definitions in Section 1.1 of the Credit Agreement are hereby restated in their entirety to read as follows:


 


“Aggregate
Revolving Commitments” means the aggregate Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate
Revolving Commitments in effect on the First Amendment Effective Date is FOUR HUNDRED AND FIFTY MILLION DOLLARS ($450,000,000).


 


“Permitted
Acquisition” means Investments consisting of an Acquisition by any Loan Party or any Subsidiary; provided, that (i)
the line of business of any acquired Person shall be substantially similar to, or reasonably ancillary, complementary or related to,
or a reasonable extension, development or expansion of, the businesses conducted by the Loan Parties and their respective
Subsidiaries on the Closing Date or the Funding Date (as determined by the Borrower in its reasonable discretion), (ii) the Property
acquired (or the Property of the Person acquired) in such Acquisition is used or useful in substantially the same line of business
as the Loan Parties and their respective Subsidiaries were engaged in on the Closing Date or the Funding Date, or, in either case,
in a business reasonably ancillary, complementary or related to, or a reasonable extension, development or expansion of, such
business, and the Property is located (or if an Acquisition of Capital Stock, the Acquisition target is formed or otherwise
organized) in the United States, (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors
(or other comparable governing body) of such other Person shall have duly approved such Acquisition and such Acquisition shall not
be hostile, (iv) the Borrower shall be in compliance with the Consolidated Interest Coverage Ratio set forth in Section
8.8(b) and the Consolidated Total Leverage Ratio shall not exceed the ratio that is 0.25:1.0 less than the otherwise permitted
maximum Consolidated Total Leverage Ratio under Section 8.8(a) for the Fiscal Quarter most recently ended, in each case,
recomputed on a Pro Forma Basis giving effect to all such Acquisitions and the incurrence of any Indebtedness related to such
Acquisitions, as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been
delivered pursuant to clauses (a) or (b) of Section 7.1 and if the aggregate amount of considerations for all
Acquisitions occurring in any calendar month exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a
certificate signed by an Authorized Officer of the Borrower demonstrating such compliance, together with such financial and other
information requested by the Administrative Agent in support of such calculations, (v) no Default or Event of Default exists or
would be caused by such Acquisition or the incurrence of any related Indebtedness, (vi) the representations and warranties made by
the Loan Parties in each Loan Document shall be true and correct in all material respects (or, in all respects, if already qualified
by materiality) at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date and (vii) to the extent (a) Consolidated EBITDA attributable to
any acquired Person exceeds $30,000,000 or (b) the aggregate amount of consideration for any Acquisition exceeds $200,000,000, the
Borrower shall have delivered a quality of earnings report and other third party reports obtained by a Loan Party or its Affiliates
in connection with such Acquisition, in each case in the form and results acceptable to Administrative Agent, with respect to each
Person or any division or line of business; provided, further, to the extent that payment for such Acquisition is made
solely from Net Cash Proceeds from the issuance or sale of Qualified Capital Stock of AdaptHealth Corp., Borrower and the Loan
Parties shall only be required to be in compliance with clauses (iii), (iv), (v) and (vi) of this
definition for such Acquisition to be deemed a Permitted Acquisition.


 


“Term Loan
A Commitment” means, for each Lender, the commitment of such Lender to make a portion of the Term Loan A hereunder. The Term
Loan A Commitment of each Lender as of First Amendment Effective Date is set forth on Appendix A. The aggregate principal amount
of the Term Loan A Commitments of all of the Lenders as in effect on the First Amendment Effective Date is EIGHT HUNDRED MILLION DOLLARS
($800,000,000).


 






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3.3.        
Section 7.12 of the Credit Agreement is hereby restated in its entirety to read as follows:


 


7.12     Additional
Subsidiaries.


 


(a)       Within
45 days after the end of each Fiscal Quarter, notify the Administrative Agent in writing of each Subsidiary formed or acquired in such
Fiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Capital Stock outstanding, (iii)
number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv)
number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with
respect thereto, with respect to each such Subsidiary; and


 


(b)       Within
forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) after the end
of each Fiscal Quarter, cause each Subsidiary (other than an Excluded Subsidiary) that was acquired, formed or ceased to be an Excluded
Subsidiary (including any Subsidiary that ceased to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter)
during such Fiscal Quarter to (A) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement
or such other document as the Administrative Agent may reasonably request for such purpose (including as required under the Security Agreement)
together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral
Documents, in each case, to the extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement,
and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(b), (c), and (e) and
take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counsel to such
Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred
to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if such Subsidiary
is a Special Purpose Subsidiary, such Subsidiary shall not be required to become a Guarantor pursuant to this Section 7.12(b) at
any time the related Permitted Securitization Transaction is in effect.


 


3.4.        
Appendix A to the Credit Agreement is hereby amended and restated in its entirety to read in the form attached hereto as Appendix
A.


 






    3 


     


    

 


4.          
Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following
conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent:


 





4.1.       
 Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by an Authorized
Officer of each Loan Party, the Required Lenders, each New Lender, and each Lender with an increase in its Commitments and the Administrative
Agent.


 


4.2.        
Notes. Receipt by the Administrative Agent of a Note dated as of the First Amendment Effective Date, executed by an Authorized
Officer of the Borrower in favor of each New Lender requesting a Note.


 


4.3.        
Organization Documents. Receipt by the Administrative Agent of the following:


 


(i)              
Charter Documents. Copies of articles of incorporation, certificate of organization or formation, or other like document
for each of the Loan Parties certified as of a recent date by the appropriate Governmental Authority.


 


(ii)            
Organization Documents Certificate. (A) Copies of bylaws, operating agreement, partnership agreement or like document, (B)
copies of resolutions approving the transactions contemplated hereby, and (C) incumbency certificates, for each of the Loan Parties, in
each case certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.


 


(iii)            
Good Standing Certificate. Copies of certificates of good standing, existence or the like of a recent date for each of the
Loan Parties from the appropriate Governmental Authority of its jurisdiction of formation or organization.


 


4.4.        
Opinions of Counsel. Receipt by the Administrative Agent of customary opinions of counsel for each of the Loan Parties dated
as of the First Amendment Effective Date and in form and substance satisfactory to the Administrative Agent.


 


4.5.        
Officer’s Certificate. Receipt by the Administrative Agent of a certificate from an Authorized Officer of the Borrower
certifying that, before and after giving effect to this Amendment and the transactions contemplated hereby, (a) the representations
and warranties contained in Section 6 of the Credit Agreement and the other Loan Documents are true and correct in all material respects
(or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects,
if already qualified by materiality) as of such earlier date, and (b) no Event of Default exists.


 


4.6.        
Fees and Expenses. The Administrative Agent shall have confirmation that all reasonable out-of-pocket fees and expenses
required to be paid on or before the First Amendment Effective Date have been paid, including the reasonable out-of-pocket fees and expenses
of counsel for the Administrative Agent.


 


5.           
Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document”
in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties
in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.


 






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6.            Representations
and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and the Lenders (including the New
Lenders) that, on and as of the date hereof, immediately after giving effect to this Amendment, (a) the representations and warranties
contained in Section 6 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except
to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty is true
and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically refer
to an earlier date, in which case such representations and warranties are true and correct in all material respects (except to the extent
such representation or warranty is already qualified by materiality in which case such representation and warranty is true and correct
in all respects) on and as of such earlier date, and (b) no event has occurred and is continuing which constitutes an Event of Default
or a Default.


 


7.            Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment,
(b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents, agreements and instruments
executed in connection with this Amendment do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.


 


8.            Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan
Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection
with this Amendment do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.


 


9.            No
Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.


 


10.          New
Lenders; Reallocation.


 


10.1.       Each Lender that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness
of this Amendment (each a “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt
of such consents as may be required under the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it
has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section
7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment and become a Lender under the Credit Agreement, on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, it has delivered any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.


 


10.2.       Each
of the Administrative Agent and each Loan Party agree that, as of the First Amendment Effective Date, each New Lender shall (a) be a
party to the Credit Agreement (and, as applicable, the other Loan Documents), (b) be a “Lender” for all purposes of the
Credit Agreement and the other Loan Documents, and (c) have the rights and obligations of a Lender under the Credit Agreement and
the other Loan Documents.


 






    5 


     


    

 


10.3.         
The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire
delivered by such New Lender to the Administrative Agent.


 


10.4.         
Each Lender (including each New Lender) party hereto and the L/C Issuer represents and warrants that, after giving effect to this
Amendment, the representations and warranties of such Lender and the L/C Issuer set forth in the Credit Agreement are true and correct
as of the First Amendment Effective Date. Each party hereto acknowledges and agrees to the provisions set forth in Section 11.21 of the
Credit Agreement.


 


10.5.         
On the First Amendment Effective Date, the Loans and Commitments made by the Lenders under the Credit Agreement, and Loans and
Commitments made by the New Lenders and the Lenders increasing their Commitments as of the First Amendment Effective Date, shall be re-allocated
and restated among the Lenders so that the respective Commitments of the Lenders shall be as set forth on Appendix A attached hereto. 
Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, the parties hereto hereby acknowledge and
agree that all assignments and reallocations of Loans and Commitments pursuant to this Section 10.5 shall be deemed to be assignments
made subject to and in compliance with Section 11.6 of the Credit Agreement (including, without limitation, the ‘Standard Terms
and Conditions’ applicable to Assignment Agreements).


 


11.              
Counterparts/Facsimile. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (e.g. “pdf” or “tif”
format) shall be effective as delivery of a manually executed counterpart of this Amendment.


 


12.              
Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance
with, the laws of the State of New York.


 


[SIGNATURE PAGES FOLLOW]


 









    6 


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this First Incremental Facility Amendment to be duly executed and delivered as of the date
first above written.


 





	BORROWER:	ADAPTHEALTH LLC, 

a Delaware limited liability company
	 	 
	 	By: 	/s/ Christopher J. Joyce
	 	Name: Christopher J. Joyce
	 	Title: Vice President and Secretary



 






    


     


    

 





	GUARANTORS:	ACTIVSTYLE, LLC, a Minnesota limited liability company
	 	ADAPTHEALTH INTERMEDIATE HOLDCO LLC, a Delaware limited liability company
	 	ADAPTHEALTH - MISSOURI LLC, a Missouri limited liability company
	 	ADAPTHEALTH NEW ENGLAND LLC, a Delaware limited liability company
	 	ADAPTHEALTH PATIENT CARE SOLUTIONS LLC, a Pennsylvania limited liability company
	 	ADVOCATE MEDICAL SERVICES, LLC a Florida limited liability company
	 	AIRCARE HOME RESPIRATORY, LLC, a California limited liability company
	 	ALL AMERICAN HOME AID, LLC, a Massachusetts limited liability company
	 	AMERICAN ANCILLARIES, INC., a Nevada corporation
	 	AMERICOAST MARYLAND LLC, a Delaware limited liability company
	 	ASSOCIATED HEALTHCARE SYSTEMS, INC., a New York corporation
	 	BENNETT MEDICAL SERVICES LLC, a Nevada limited liability company
	 	BRADEN PARTNERS, L.P., a California limited liability partnership
	 	CHAMPLAIN VALLEY BRACE AND LIMB, L.L.C., a New York limited liability company
	 	CHOICE MEDICAL HEALTH CARE, LLC, a Illinois limited liability company
	 	CLEARVIEW MEDICAL INCORPORATED, a Texas corporation



 


	 	By: 	 /s/ Christopher J. Joyce
	 	Name: Christopher J. Joyce
	 	Title: Vice President and Secretary



 






    


     


    

 


	Guarantors
    (Continued): 	CPAP2ME,
    INC., a Delaware corporation
	 	FAMILY
    HOME MEDICAL SUPPLY LLC, a Pennsylvania limited liability company
	 	FIRST
    CHOICE DME LLC, a Delaware limited liability company
	 	FIRST
    CHOICE HOME MEDICAL EQUIPMENT, LLC, a Delaware limited liability company
	 	FLORIDA
    HOME MEDICAL SUPPLY, LLC, a Florida limited liability company
	 	GOULD’S
    DISCOUNT MEDICAL, LLC, a Kentucky limited liability company
	 	HALPRIN,
    INCORPORATED, a New York corporation
	 	HEALTH
    SOLUTIONS LLC, a Pennsylvania limited liability company
	 	HEALTHLINE
    MEDICAL EQUIPMENT, LLC, a Texas limited liability company
	 	HOME
    MEDICAL EXPRESS, INC., a New York corporation
	 	HOME
    MEDISERVICE, LLC, a Maryland limited liability company
	 	HOME
    WELLNESS, LLC, a New Jersey limited liability company
	 	HOMETOWN
    HOME HEALTH, LLC, a Delaware limited liability company
	 	HUEY’S
    HOME MEDICAL, LLC, a Delaware limited liability company
	 	J.M.R.
    MEDICAL, LLC, a Delaware limited liability company
	 	LMI
    DME HOLDINGS LLC, a Delaware limited liability company
	 	M.A.R.Y.
    MEDICAL, LLC, a California limited liability company



 





	 	By: 	 /s/ Christopher J. Joyce
	 	Name: Christopher J. Joyce
	 	Title: Vice President and Secretary


 









    


     


    

 


	Guarantors
    (Continued): 	MED STAR SURGICAL
    & BREATHING EQUIPMENT INC., a New York corporation
	 	MED WAY MEDICAL, INC.,
    a Utah corporation
	 	MED-EQUIP, INC., a Pennsylvania
    corporation
	 	MEDBRIDGE HOME MEDICAL
    LLC, a Delaware limited liability company
	 	MEDIDEX, INC., a Missouri
    corporation
	 	MEDSTAR HOLDINGS LLC, a
    Delaware limited liability company
	 	NRE HOLDING LLC, a Delaware
    limited liability company
	 	OCEAN HOME HEALTH OF PA
    LLC, a Pennsylvania limited liability company
	 	OCEAN HOME HEALTH SUPPLY
    LLC, a New Jersey limited liability company
	 	OGLES OXYGEN, LLC, a South
    Carolina limited liability company
	 	ORBIT MEDICAL OF PORTLAND,
    INC., a Utah corporation
	 	PAL-MED, LLC, a Delaware
    limited liability company
	 	PALMETTO OXYGEN, LLC, a
    South Carolina limited liability company
	 	PPS HME HOLDINGS LLC, a
    Delaware limited liability company
	 	PPS HME LLC, a Delaware
    limited liability company
	 	RELY MEDICAL SUPPLY, LLC,
    a Colorado limited liability company
	 	ROBERTS HOME MEDICAL, LLC,
    a Maryland limited liability company
	 	ROYAL DME LLC, a Delaware
    limited liability company
	 	ROYAL MEDICAL SUPPLY INC.,
    a New Jersey corporation







 


	 	By: 	/s/ Christopher J. Joyce
	 	Name: 	Christopher J. Joyce
	 	Title: 	Vice President and Secretary




 






     


     


    

 


	Guarantors
    (Continued): 	SENIOR CARE
    SERVICE, LLC, a Colorado limited liability company
	 	SLEEPEASY THERAPEUTICS,
    INC., a North Dakota corporation
	 	SLEEP THERAPY, LLC, a Minnesota
    limited liability company
	 	SOLARA HOLDINGS, LLC, a
    Delaware limited liability company
	 	SOLARA INTERMEDIATE, LLC,
    a Delaware limited liability company
	 	SOLARA MEDICAL SUPPLIES,
    LLC, a California limited liability company
	 	SOUND OXYGEN SERVICE LLC,
    a Washington limited liability company
	 	TOTAL RESPIRATORY, LLC,
    a Delaware limited liability company
	 	TRICOUNTY MEDICAL EQUIPMENT
    AND SUPPLY, LLC, a Pennsylvania limited liability company
	 	VERUS HEALTHCARE LLC, a
    Delaware limited liability company
	 	VERUS HEALTHCARE, INC.,
    a Delaware corporation
	 	FAMILY MEDICAL SUPPLY,
    LLC, a North Carolina limited liability company
	 	SKORO ENTERPRISES, LLC,
    a Texas limited liability company
	 	DM ACQUISITION SUB LLC,
    a Delaware limited liability company



 


	 	By:	/s/
    Christopher J. Joyce
	 	Name:	Christopher
    J. Joyce
	 	Title:	Vice
    President and Secretary




 






     


     


    

 


	 	Aerocare
    Holdings, Inc., a Delaware corporation
	 	Accucare
    Medical Equipment, LLC, an Oklahoma limited liability
    company
	 	Aerocare
    Home Medical Equipment, Inc., a Missouri corporation
	 	Aerocare
    Home Medical Equipment, Inc., a Texas corporation
	 	Aerocare
    Home Medical, Inc., a Texas corporation
	 	Aerocare,
    Inc., a Nevada corporation
	 	Aerocare
    Pharmacy, Inc., a Texas corporation
	 	All
    American Oxygen, Inc., a Kentucky corporation
	 	Allcare,
    Inc., a Colorado corporation
	 	Beacon
    Respiratory Services, Inc., a Delaware corporation
	 	Care
    Plus Oxygen, Inc., a Pennsylvania corporation
	 	Aerocare
    Express Medical, LLC, a Delaware limited liability
    company
	 	Express
    Medical Supply, LTD, a Texas limited partnership
	 	Freedom
    Respiratory, INC., a Virginia corporation
	 	Home
    Respiratory Solution’s, INC., a Florida corporation
	 	Paul
    Home Oxygen Services, INC., a Colorado corporation
	 	Promise
    Medical, INC., a Texas corporation
	 	Southern
    Home Respiratory & Equipment, INC., a Virginia
    corporation



 


	 	By:	/s/
    Christopher J. Joyce
	 	Name:	Christopher
    J. Joyce
	 	Title:	Vice
    President and Secretary



 









     


     


    

 


	 	The
    3700 Company, L.L.C., a Colorado limited liability
    company
	 	Twin
    Rivers Respiratory Care, INC., an Arkansas corporation
	 	Sunbelt
    Medical Supply & Oxygen, INC., a Florida corporation
	 	Pharmacy,
    Inc. Kentucky, a Kentucky corporation
	 	Pharmacy,
    INC., a Delaware corporation
	 	Beacon
    Respiratory Services of Georgia, INC., a Delaware
    corporation
	 	Lovell
    Medical Supply, INC., a North Carolina corporation
	 	Trinity
    Healthcare of Winston-Salem, INC., a Georgia corporation
	 	M.
    Davis Management, INC., a Florida corporation
	 	Oxygen
    & Sleep Associates, INC., a Tennessee corporation
	 	All
    American Medical Services, INC., a Florida corporation
	 	Charlotte
    Respiratory Solutions INC., a North Carolina corporation
	 	AeroCare
    Employee Benefits, INC., a Florida corporation
	 	Lamar,
    LLC, a Florida limited liability company
	 	Skinny
    LLC, a Florida limited liability company
	 	Respiratory
    Home Care of Bristol, LLC, a Tennessee limited liability
    company
	 	Guardian
    Medical Inc, a Florida corporation
	 	Desloge
    Home Oxygen and Medical Equipment, Inc., a Florida
    corporation
	 	Reliable
    Medical of Conway, LLC, a South Carolina limited
    liability company
	 	Reliable
    Medical Equipment, LLC, a South Carolina limited
    liability company
	 	Patients
    First Medical Equipment of Spartanburg, LLC, a South
    Carolina limited liability company



 


	 	By:	 /s/ Christopher J. Joyce
	 	Name: 	Christopher J. Joyce
	 	Title: 	Vice President and Secretary



 






     


     


    

 


	 	Hometown
    Respiratory Consultants, Inc., a Tennessee corporation
	 	Louisville
    O2, INC., a Kentucky corporation
	 	Triad
    Respiratory Solutions, INC., a North Carolina corporation
	 	Bird
    & Bear Medical, Inc., an Arkansas corporation
	 	CPAPSUPPLY.COM,
    Inc., a Texas corporation
	 	The
    Oxygen Company, Inc., a Virginia corporation
	 	Georgia
    Home Medical, INC., a Georgia corporation
	 	Georgia
    Home Medical - Columbus, INC., a Georgia corporation
	 	Edge
    Medical Supply, L.L.C., a Texas corporation
	 	BJ’s
    Wheelchair Service, INC., a Texas corporation
	 	T
    C Medical Supply, LLC, a Florida corporation
	 	McFarland
    Group, INC., a Tennessee corporation
	 	Atlantic
    Medical Supply, INC., a Florida corporation
	 	Total
    Homecare Corporation, a Virginia corporation
	 	Admeco,
    INC., a Florida corporation
	 	Respracare,
    INC., a North Carolina corporation
	 	Matrix
    Medical, LLC, a Florida corporation
	 	First
    Choice In-HomeCare, INC., a Virginia corporation
	 	American
    Preferred Home Medical, L.L.C., a Texas corporation
	 	Dream
    Care of Virginia, LLC, a Virginia limited liability
    company
	 	Southern
    Nevada Oxygen, INC., a Nevada corporation



 


	 	By:	 /s/ Christopher J. Joyce
	 	Name:	 Christopher J. Joyce
	 	Title: 	Vice President and Secretary



 






     


     


    

 


	 	Carmichaels
    Home Medical Equipment, INC., a Georgia corporation
	 	Lookout
    Medical Services, INC., a Tennessee corporation
	 	Resp-I-Care,
    INC., a Tennessee corporation
	 	Health
    Products Plus, INC., a Georgia corporation
	 	Home
    Nursing Care, INC., a Virginia corporation
	 	Choice
    Respiratory & Medical Equipment, INC., a Virginia
    corporation
	 	Atlantic
    Medical, INC., a Virginia corporation
	 	Clay
    Home Medical, INC., a Virginia corporation
	 	Ameri-Quipt
    of North Carolina, INC., a North Carolina corporation
	 	AirCare
    Home Medical, Inc., a Kentucky corporation
	 	American
    Home Medical, INC., a Florida corporation
	 	First
    Choice Medical Equipment, Inc., an Illinois corporation
	 	Loftis
    Home Medical, LLC, a North Carolina limited liability
    company
	 	Madison
    County Medical Equipment, Inc., an Iowa corporation
	 	Lehigh
    Valley Respiratory Care - Lancaster, INC., a Pennsylvania
    corporation
	 	Peach
    Home Health Care, INC., a Georgia corporation
	 	Medway
    Medical Equipment, LLC, a Texas limited liability
    company
	 	MME
    II, LLC, a Texas limited liability company
	 	Premier
    Home Care, INC., a Kentucky corporation
	 	Florida
    Home Cair, INC., a Florida corporation



 


	 	By:	 /s/ Christopher J. Joyce
	 	Name:	 Christopher J. Joyce
	 	Title: 	Vice President and Secretary



 






     


     


    

 


	 	LCM
    Medical, INC., a Florida corporation
	 	BestMED
    Respiratory, Inc., an Iowa corporation
	 	BuypapUSA.com,
    Inc., an Oregon corporation
	 	Hurst
    Medical Equipment, Inc., a West Virginia corporation
	 	Parrish
    Home Medical, Inc., a South Carolina corporation
	 	Quality
    Respi-Care, INC., a Georgia corporation
	 	Medical
    Necessities and Services, LLC, a Tennessee limited
    liability company
	 	Kentucky
    Medical Supply, Inc., a Kentucky corporation
	 	Austin
    Respiratory Equipment, INC., a Florida corporation
	 	Home
    Care Medical, Inc., a Wisconsin corporation
	 	Cornerstone
    Medical Services of Columbus LLC, an Ohio limited
    liability company
	 	Cornerstone
    Medical Services -- Midwest, LLC, an Ohio limited
    liability company
	 	Legacy
    Medical LLC, an Ohio limited liability company
	 	Heartland
    Medical Equipment, Inc., a Missouri corporation
	 	B-Pharm,
    Inc., a Missouri corporation
	 	GME
    Medical Supply, INC., a Virginia corporation
	 	Tricorex,
    INC., a Missouri corporation
	 	Grace
    Medical, INC., a Florida corporation
	 	Wolf
    Industries, Inc., a Mississippi corporation
	 	Grace
    Healthcare DME INC., a Mississippi corporation
	 	Grace
    Healthcare, INC., a Mississippi corporation



 


	 	By:	 /s/ Christopher J. Joyce
	 	Name:	 Christopher J. Joyce
	 	Title: 	Vice President and Secretary



 






     


     


    

 


	 	Grace
    Healthcare Internet Sales, INC., a Mississippi corporation
	 	Grace
    Healthcare Medical, INC., a Mississippi corporation
	 	Grace
    Medical Equipment, INC., an Alabama corporation
	 	Grace
    Healthcare Incorporated, a Louisiana corporation
	 	Mississippi
    HMA DME, LLC, a Mississippi limited liability company
	 	Prattville
    Medical Equipment, INC., an Alabama corporation
	 	Montgomery
    Medical Supply, INC., an Alabama corporation
	 	Medlogic
    Birmingham INC., an Alabama corporation
	 	Medlogic
    Anniston INC, an Alabama corporation
	 	Medical
    Logic, INC., an Alabama corporation
	 	Medical
    Logic Ft. Walton, INC., an Alabama corporation
	 	Breathe
    Grace Medical Supply, LLC, a Maryland limited liability
    company
	 	Vitacare,
    L.L.C. an Oklahoma limited liability company
	 	ABC
    Medical, LLC, a South Carolina limited liability
    company
	 	MedHome
    Specialty Services, LLC, a Mississippi limited liability
    company
	 	Ours
    CORPORATION, an Illinois corporation
	 	IV
    Care, LLC, a Missouri corporation
	 	Rocky
    Mountain Medical Equipment Inc., a Colorado corporation
	 	Rocky
    Mountain Medical Equipment, LLC, a Colorado corporation
	 	Major
    Medical Supply, LLC, a Colorado limited liability
    company
	 	Major
    Medical Supply of Denver, LLC, a Colorado limited
    liability company




 


	 	By: 	/s/ Christopher J. Joyce
	 	Name: 	Christopher J. Joyce
	 	Title:	 Vice President and Secretary



 






     


     


    

 






	 	Major Medical Supply of Fort Collins, LLC,a Colorado limited liability company
	 	Major Medical Supply of Brighton LLC,a Colorado limited liability company
	 	Major Medical Supply of Colorado Springs LLC, a Colorado limited liability company
	 	Major Medical Supply of Greeley LLC, a Colorado limited liability company
	 	PVHS Home Medical Supply, LLC,a Colorado limited liability company
	 	Community Medical Supply, Inc.,an Iowa corporation
	 	Oxygen One, INC., a Wisconsin corporation
	 	Quality Medical Services, INC., an Iowa corporation
	 	Manor Respiratory Care, INC., a Tennessee corporation
	 	Specialized Medical Devices, INC., an Alabama corporation
	 	Desert Ridge Rehabilitation & Health Center LLC, an Arizona limited liability company
	 	THH Acquisition LLC I, a Delaware limited liability company
	 	Airway Oxygen, INC., a Michigan corporation
	 	BHS, INC., a Kentucky corporation
	 	Hub’s Home Oxygen & Medical Supplies, INC., a Pennsylvania corporation
	 	CressCare Medical, INC., a Pennsylvania corporation
	 	Bluegrass Oxygen, INC., a Kentucky corporation
	 	New England Home Medical Equipment, LLC, a Massachusetts limited liability company
	 	 
	 	By: 	/s/ Christopher J. Joyce
	 	Name: Christopher J. Joyce
	 	Title: Vice President and Secretary



 






    


     


    

 


	 	Diabetes Supply Center of the Midlands, LLC, a Nebraska limited liability company
	 	Legacy HomeMedical
    LLC, a Utah limited liability company
	 	Pinnacle Medical Solutions, LLC, a Mississippi limited liability company
	 	Pinnacle Medical Solutions, INC., a Delaware corporation
	 	Diabetes Management and Supplies, L.L.C., a Louisiana limited liability company
	 	Diabetes Management Pharmacy, L.L.C., a Louisiana limited liability company
	 	 
	 	By: 	/s/ Christopher J. Joyce
	 	Name: Christopher J. Joyce
	 	Title: Vice President and Secretary



 






    


     


    

 


	ADMINISTRATIVE AGENT	 
	AND COLLATERAL AGENT:	REGIONS BANK
	 	 
	 	By: 	/s/ Ned Spitzer
	 	Name: Ned Spitzer
	 	Title: Managing Director



 






    


     


    

 


	LENDERS:	REGIONS BANK
	 	 
	 	By: 	/s/ Ned Spitzer
	 	Name: Ned Spitzer
	 	Title: Managing Director
	 	 
	 	CITIZENS BANK, N.A.
	 	 
	 	By: 	/s/ Mark Guyeski
	 	Name: Mark Guyeski
	 	Title: Vice President
	 	 
	 	FIFTH THIRD BANK, NATIONAL
    ASSOCIATION
	 	 
	 	By: 	/s/ Joshn McChesney
	 	Name: John McChesney
	 	Title: Director, VP
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By: 	/s/ Kristina Harbison
	 	Name: Kristina Harbison
	 	Title: Authorized Signer
	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 
	 	By: 	/s/ Scott Klingbeil
	 	Name: Scott Klingbeil
	 	Title:   Vice President
	 	 
	 	TRUIST BANK
	 	 
	 	By: 	/s/ Ben Cumming
	 	Name: Ben Cumming
	 	Title: Managing Director
	 	 
	 	CIT BANK, N.A.
	 	 
	 	By:	 /s/ Andres Alev
	 	Name: Andres Alev
	 	Title: Director



 






    


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 
	 	By: 	/s/ Michael Strobel
	 	Name: Michael Strobel 
	 	Title: Vice President
	 	 
	 	By: 	/s/ Philip Tancorra
	 	Name: Philip Tancorra
	 	Title: Vice President
	 	 
	 	HANCOCK WHITNEY BANK
	 	 
	 	By: 	/s/ Megan Brearey
	 	Name: Megan Brearey
	 	Title: Senior Vice President
	 	 
	 	ROYAL BANK OF CANADA
	 	 
	 	By: 	/s/ Diana Lee
	 	Name: Diana Lee
	 	Title: Authorized Signatory
	 	 
	 	PEOPLE’S UNITED BANK, N.A. 
	 	 
	 	By: 	/s/ Donna J. Emhart
	 	Name: Donna J. Emhart
	 	Title: Senior Vice President
	 	 
	 	BANCALLIANCE INC
	 	 
	 	By: Alliance Partners LLC, its Attorney-in Fact
	 	 
	 	By:	 /s/ John Gray
	 	Name: John Gray
	 	Title: Executive Vice President
	 	 
	 	BANKUNITED, N.A.
	 	 
	 	By: 	/s/ Craig Kincade
	 	Name: Craig Kincade
	 	Title: Senior Vice President



 






    


     


    

 


	 	FIRST MIDWEST BANK
	 	 
	 	By: 	/s/ James A. Goody
	 	Name: James A. Goody
	 	Title: Senior Vice President
	 	 
	 	WEBSTER BANK, NATIONAL ASSOCIATION
	 	 
	 	By: 	/s/ Theresa Baker
	 	Name: Theresa Baker
	 	Title: Director
	 	 
	 	Bank of America, N.A. 
	 	 
	 	By: 	/s/ Linda E.C. Alto
	 	Name: Linda E.C. Alto
	 	Title: Senior Vice President
	 	 
	 	Capital One, National Association
	 	 
	 	By: 	/s/ Karen M. Dahlquist
	 	Name: Karen M. Dahlquist
	 	Title:   Duly Authorized Signatory
	 	 
	 	First Horizon Bank
	 	 
	 	By:	 /s/ Sameer Gupta
	 	Name: Sameer Gupta
	 	Title: Managing Director
	 	 
	 	Jefferies Finance LLC
	 	 
	 	By: 	/s/ John Liguori
	 	Name: John Liguori
	 	Title: Managing Director
	 	 
	 	Renasant Bank
	 	 
	 	By: 	/s/ Lauren A. Falgiano (“Alex”)
	 	Name: Lauren A. Falgiano (“Alex”)
	 	Title: Managing Director – Corporate Banking



 






    


     


    

 


	 	Synovus Bank
	 	 
	 	By: 	/s/ Michael Sawicki
	 	Name: Michael Sawicki
	 	Title: Director, Corporate Bank
	 	 
	 	UBS AG, Stamford Branch
	 	 
	 	By:	/s/ Anthony Joseph
	 	Name: Anthony Joseph
	 	Title:   Associate Director
	 	 
	 	By: 	/s/ Houssem Daly
	 	Name: Houssem Daly
	 	Title: Director
	 	 
	 	BANK OF THE WEST
	 	 
	 	By :	 /s/ Harry Yergey
	 	Name: Harry Yergey
	 	Title: Managing Director
	 	 
	 	By:	 /s/ Michael Weinert
	 	Name: Michael Weinert
	 	Title: Director