Exhibit 10.1


 


Execution Version


 


Incremental
term loan amendment to the 


third
amended and restated CREDIT AND GUARANTY AGREEMENT


 


THIS INCREMENTAL TERM
LOAN AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as
of July 1, 2020 (the “Effective Date”), is made by and among CIT FINANCE LLC (“Administrative
Agent”), each of the Incremental Lenders (as defined below), 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 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.           Pursuant
to the terms of that certain Stock Purchase Agreement and Agreement and Plan of Merger (together with the exhibits and disclosure
schedules thereto, and as amended, restated, modified or supplemented, the “Acquisition Agreement”), dated
as of May 25, 2020, by and among, inter alios, the Borrower, LCP Solara Blocker Seller, LLC, a Delaware limited liability
company, and Solara Holdings, LLC, a Delaware limited liability company (the “Target”), the Borrower intends
to acquire (the “Acquisition”), directly or indirectly, the Capital Stock of the Target and its Subsidiaries


 


C.           In
connection with the foregoing, Borrower has notified Administrative Agent that pursuant to Section 2.15 of the Credit Agreement
certain Lenders (including New Lenders (defined below)) identified on the signature pages hereto (collectively, the “Incremental
Lenders”) have agreed to provide an Incremental Term Loan in the amount of $216,275,000 to Borrower (the “First
Incremental Term Loans”) on the terms and subject to the conditions set forth herein.


 


D.           In
connection with the foregoing, the Sponsor, together with its controlled affiliates and together with other investors, which may
include direct or indirect existing equity holders of Borrower and/or the Target will make or shall have made cash or rollover
equity contributions directly or indirectly to Holdings, which will then be contributed to Borrower (the “Equity Contribution”).


 


E.            Borrower
shall use the proceeds of the First Incremental Term Loans, together with the proceeds of the Equity Contribution, to (i) effect
the Acquisition and (ii) pay fees, costs and expenses incurred in connection with the transactions described above (collectively,
the “Transactions”).


 


F.            In
connection with the First Incremental Term Loans, Administrative Agent, Incremental 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.


 


G.           Regions
Bank, Citizens Bank, N.A., Deutsche Bank Securities Inc., and Royal Bank of Canada are acting as co-syndication agents for the
First Incremental Term Loans.


 






     


     


    

 


H.           Regions
Capital Markets, a division of Regions Bank, Citizens Bank, N.A., Deutsche Bank Securities Inc., and RBC Capital Markets, LLC
are acting as joint lead arrangers (collectively, the “Lead Arrangers”) and joint bookrunners for the First
Incremental Term Loans.


 


I.             Accordingly,
in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


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.            First
Incremental Term Loans.


 


(a)          Subject
to the terms and conditions set forth herein, each Incremental Lender agrees, severally and not jointly, to make the First Incremental
Term Loans to Borrower in a single advance on the Effective Date in the amount set forth opposite such Incremental Lender’s
name on Schedule A hereto. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed.


 


(b)          This
Amendment constitutes an Incremental Facility Amendment pursuant to and in accordance with the terms of Section 2.15 of the
Credit Agreement.


 


(c)          Unless
the context shall otherwise require, each Incremental Lender shall constitute an “Additional Lender”, “Lead
Arranger”, and “Lender” under the Credit Agreement, and its First Incremental Term Loans shall constitute “Incremental
Term Loans”, “Term Loans” and “Loans”, in each case, for all purposes of the Credit Agreement and
the other Loan Documents.


 


(d)          Borrower
shall use the proceeds of the First Incremental Term Loans, together with the proceeds of the Equity Contribution, to consummate
the Transactions.


 


(e)          From
and after the Effective Date, each Incremental Lender that is not a party to the Credit Agreement immediately prior to giving
effect to this Amendment (each, a “New Lender”) shall be deemed to be a party to the Credit Agreement and a
 “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents as if such Person had executed the Credit Agreement.
Administrative Agent hereby consents to each New Lender becoming a “Lender” as required pursuant to Section 2.15(d) of
the Credit Agreement.


 


3.            Classification
of the First Incremental Term Loans; Certain Terms. Subject to clauses (a) and (b) of this Section 3, the
parties hereto agree that the First Incremental Term Loans shall be subject to the voluntary prepayment terms, mandatory prepayment
terms and other terms applicable to the Term Loans as set forth in the Credit Agreement. Voluntary prepayments and mandatory prepayments
made with respect to the Term Loans shall be applied pro rata to the First Incremental Term Loans.


 






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(a)          Applicable
Margin. The Applicable Margin for the First Incremental Term Loans shall be as follows; provided, as of the Effective
Date, Pricing Level 2 shall be in effect through the first (1st) Business Day immediately following the date
a Compliance Certificate is required to be delivered to Administrative Agent pursuant to Section 6.02(b) for the Fiscal
Quarter ending September 30, 2020 (including financial statements to be delivered in connection therewith pursuant to Section 6.01(b) of
the Credit Agreement):


 


	Pricing

    Level	 	Consolidated 
Total
    Leverage Ratio	 	LIBOR 

    Loans	 	 	Base Rate Loans	 
	1	 	> 3.00 to 1.00	 	 	3.75	%	 	   	2.75	%
	2	 	>2.50 to 1.00 but <
    3.00 to 1.00	 	 	3.50	%	 	 	2.50	%
	3	 	>2.00 to 1.00 but <
    2.50 to 1.00	 	 	3.25	%	 	 	2.25	%
	4	 	>1.75 to 1.00 but <
    2.00 to 1.00	 	 	3.00	%	 	 	2.00	%
	5	 	< 1.75 to 1.00	 	 	2.75	%	 	 	1.75	%



 


(b)          Scheduled
Amortization. Borrower shall pay the principal amount of the First Incremental Term Loans in consecutive quarterly installments
in the following aggregate amounts: (i) $1,351,718.75 commencing on Fiscal Quarter ending September 30, 2020, and each
Fiscal Quarter thereafter through Fiscal Quarter ending June 30, 2021, and (ii) $2,703,437.50 commencing on Fiscal Quarter
ending September 30, 2021, and each Fiscal Quarter thereafter through Fiscal Quarter ending December 31, 2023. The remaining
unpaid principal amount of First Incremental Term Loans then outstanding shall be due and payable on the Term Loan Maturity Date.


 






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4.            Amendments
to Credit Agreement.


 


(a)          Amendment
to Applicable Margin Definition. The pricing grid in the Applicable Margin definition is hereby amended and restated in its
entirety as follows; provided, as of the Effective Date, Pricing Level 2 shall be in effect through the first (1st)
Business Day immediately following the date a Compliance Certificate is required to be delivered to Administrative Agent pursuant
to Section 6.02(b) for the Fiscal Quarter ending September 30, 2020 (including financial statements to be delivered
in connection therewith pursuant to Section 6.01(b) of the Credit Agreement):


 


	 	 	Consolidated	 	 	 	 	Initial

    Term Loan	 	 	Revolving
    Loans	 	 	 	 	 	Delayed
    – Draw 

Term Loan	 
	Pricing
 Level	 	Total
 Leverage
 Ratio	 	Letters

    of
 Credit	 	 	LIBOR

    Loans	 	 	Base

    Rate
 Loans	 	 	LIBOR

    Loans	 	 	Base

    Rate
 Loans	 	 	Swingline

    Loans	 	 	LIBOR

    Loans	 	 	Base

    Rate
 Loans	 
	1	 	>
    3.00 to 1.00	 	 	3.25	%	 	 	3.25	%	 	 	2.25	%	 	 	3.25	%	 	 	2.25	%	 	 	2.25	%	 	 	3.25	%	 	 	2.25	%
	2	 	>2.50
    to 1.00 but < 3.00 to 1.00	 	 	3.00	%	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%	 	 	2.00	%	 	 	2.00	%	 	 	3.00	%	 	 	2.00	%
	3	 	>2.00
    to 1.00 but < 2.50 to 1.00	 	 	2.75	%	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%	 	 	1.75	%	 	 	1.75	%	 	 	2.75	%	 	 	1.75	%
	4	 	>1.75
    to 1.00 but < to 2.00 to 1.00	 	 	2.50	%	 	 	2.50	%	 	 	1.50	%	 	 	2.50	%	 	 	1.50	%	 	 	1.50	%	 	 	2.50	%	 	 	1.50	%
	5	 	<
    to 1.75 to 1.00	 	 	2.25	%	 	 	2.25	%	 	 	1.25	%	 	 	2.25	%	 	 	1.25	%	 	 	1.25	%	 	 	2.25	%	 	 	1.25	%




 


5.            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. Immediately prior to and after giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing under the Credit Agreement or any of the other Loan Documents, or would result therefrom, 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 6 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.


 






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(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.


 


6.            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 the Lead Arrangers, and their respective 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;


 


(b)          receipt
by Administrative Agent of a Request for Credit Extension;


 


(c)          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);


 


(d)          no
Default or Event of Default under the Credit Agreement or any of the other Loan Documents has occurred and is continuing immediately
prior to or after funding the First Incremental Term Loans;


 






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(e)          the
Acquisition Agreement shall be in full force and effect, and substantially concurrently with the funding of the First Incremental
Term Loans on the Effective Date, the Transactions shall have been consummated in all material respects in accordance with the
terms of the Acquisition Agreement without giving effect to any amendments, consents or waivers by you thereto that are materially
adverse to the Incremental Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to
be unreasonably withheld, delayed or conditioned) (it being understood that (i) any increase in the purchase price of, or
consideration for, the Acquisition is not materially adverse to the interests of the Incremental Lenders or the Lead Arrangers
so long as such increase is not financed with the proceeds of indebtedness of the Borrower and its subsidiaries other than under
the Credit Agreement and (ii) any substantive amendment to the definition of “Material Adverse Effect” (as defined
in the Acquisition Agreement) is materially adverse to the interests of the Incremental Lenders and the Lead Arrangers);


 


(f)           receipt
by Administrative Agent and the Lead Arrangers of evidence that the net cash proceeds of the Equity Contribution in a direct or
indirect parent of Borrower shall have been contributed (or contributed substantially concurrently with the funding of the First
Incremental Term Loans) to Borrower in an amount sufficient to consummate the Acquisition and to pay the fees, costs and expenses
incurred in connection with the Transactions;


 


(g)          receipt
by Administrative Agent and the Lead Arrangers of a Pro Forma Compliance Certificate demonstrating that, after giving effect to
the incurrence of the First Incremental Term Loans and consummation of the Acquisition on a Pro Forma Basis (i) the Loan
Parties will be in compliance with the financial covenants set forth in Article 8 of the Credit Agreement for the most recently
completed four Fiscal Quarter period and (ii) the Consolidated Total Leverage Ratio (calculated on a Pro Forma Basis) as
of the end of the most recently completed four Fiscal Quarter period would not be greater than 3.00:1.00;


 


(h)          all
existing Indebtedness of the Target and its Subsidiaries, other than Indebtedness expressly permitted under Section 7.01
of the Credit Agreement as if the Target was a party thereto, shall have been repaid, or substantially simultaneously herewith,
shall be repaid and all Liens related to such Indebtedness or otherwise shall be terminated (other than Permitted Liens);


 


(i)           since
December 31, 2019, there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement);


 


(j)           receipt
by Administrative Agent and the Lead Arrangers at least five (5) Business Days prior to the Closing Date, of satisfactory
documentation and other information about Borrower and the Guarantors under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including, if Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial
ownership required by the Beneficial Ownership Regulation);


 


(k)          receipt
by Administrative Agent of evidence reasonably satisfactory to Administrative Agent that the Loan Parties have obtained all required
consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance
of the Amendment;


 


(l)           receipt
by Administrative Agent and Lead Arrangers of favorable opinions of K&L Gates LLP and Polsinelli PC, counsel to the Loan Parties,
addressed to Administrative Agent, the Incremental Lenders, and the Secured Parties, dated as of the Effective Date, and in form
and substance satisfactory to Administrative Agent;


 






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(m)         such
resolutions, Organization Documents, good standings, and certifications by Responsible Officers in connection therewith, as Administrative
Agent may reasonably require;


 


(n)          receipt
by Administrative Agent and the Lead Arrangers of a solvency certificate from the Chief Financial Officer of Borrower;


 


(o)          receipt
by Administrative Agent and the Lead Arrangers of a certificate executed by a responsible Officer of Borrower certifying that
the conditions specified in this Section 6 have been satisfied and that the representations and warranties contained in Section 5
hereof are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified
by materiality, such representation and warranty shall be true and correct in all respects) as of the Effect Date;


 


(p)          receipt
by Administrative Agent and the Lead Arrangers of (i) a pro forma consolidated balance sheet and related pro forma consolidated
statement of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries as of March 31, 2020, prepared
after giving effect to the Transactions as if the Transaction had occurred as of such date (in the case of such balance sheet)
or at the beginning of such period (in the case of such statement of income) and (ii) a pro forma organizational chart, including
disclosures as to each entity that will incur Indebtedness in connection with the Transactions;


 


(q)          receipt
by Administrative Agent and the Lead Arrangers of an audited balance sheet of the Target as of December 31, 2019 and the
related audited statements of income, shareholders’ equity and cash flows for the year then ended, and the related notes
to the financial statements;


 


(r)           receipt
by Administrative Agent and the Lead Arrangers of any fees required to be paid on or before the Effective Date under this Amendment,
the Credit Agreement or that certain Joint Fee Letter dated as of May 25, 2020, by and among, the Borrower, the Lead Arrangers
and each Incremental Lender; and


 


(s)          receipt
by Administrative Agent and the Lead Arrangers of reasonable, documented, out-of-pocket costs and expenses (including, without
limitation, fees and disbursements of counsel) required to be paid on or before the Effective Date.


 


7.            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.


 






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(a)          Reaffirmation
of Guaranty and Security. Borrower and each Guarantor, by its signature below, hereby (a) affirms its obligations under
the Collateral Documents and agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents continue
to be in full force and effect and (b) affirms and confirms its guarantee of the Obligations and its prior pledge of and/or
prior grant of a security interest in its assets as Collateral to secure such Obligations, and the validity of the Liens granted
by it pursuant to the Collateral Documents, all as provided in the Collateral Documents, and acknowledges and agrees that such
guarantee, pledge and/or grant and all such Liens continue in full force and effect after giving effect to this Amendment, in
respect of, and to secure, the Obligations including the obligations in respect of the First Incremental Term Loans.


 


(b)          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.


 


(c)          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).


 


(d)          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.


 


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


 


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


 


(g)          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.


 


(h)          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.


 


(i)           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.


 






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(j)           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 6 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. The words “execution,” “signed,” “signature,”
and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.


 


[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
Incremental Amendment to Third Amended and Restated Credit and Guaranty Agreement]


 






    


     


    

 


	INCREMENTAL LENDERS:	 	REGIONS BANK, as an Incremental Lender
	 	 	 
	 	 	 
	 	 	By:	/s/ Corey Coward
	 	 	Name:	Corey Coward
	 	 	Title:	Director


 


[Signature Page to
Incremental Amendment to Third Amended and Restated Credit and Guaranty Agreement]


 






    


     


    

 


	INCREMENTAL LENDERS (CONTINUED):	 	CITIZENS BANK, N.A., as an Incremental Lender
	 	 	 
	 	 	 
	 	 	By:	/s/ James P. Harreson

	 	 	Name:	James P. Harreson

	 	 	Title:	Director



 


[Signature Page to
Incremental Amendment to Third Amended and Restated Credit and Guaranty Agreement]


 






    


     


    

 


	INCREMENTAL LENDERS (CONTINUED):	 	DEUTSCHE BANK AG NEW YORK BRANCH, as an Incremental Lender
	 	 	 
	 	 	 
	 	 	By:	/s/ Philip Tancorra
	 	 	Name:	Philip Tancorra
	 	 	Title:	Vice President
	 	 	 	philip.tancorra@db.com
	 	 	 	212-250-6576
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Yumi Okabe
	 	 	Name:	Yumi Okabe
	 	 	Title:	Vice President
	 	 	 	Email: yumi.okabe@db.com
	 	 	 	Tel: +44 (20) 754-19412


 


[Signature Page to
Incremental Amendment to Third Amended and Restated Credit and Guaranty Agreement]


 






    


     


    

 


	INCREMENTAL LENDERS (CONTINUED):	 	ROYAL BANK OF CANADA, as an Incremental Lender
	 	 	 
	 	 	 
	 	 	By:	/s/ Steven T. Bachman
	 	 	Name:	Steven T. Bachman
	 	 	Title:	Authorized Signatory


 


[Signature Page to
Incremental Amendment 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 Incremental Amendment
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
Incremental Amendment 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 Incremental Amendment
to Third Amended and Restated Credit and Guaranty Agreement]


 






    


     


    

 


SCHEDULE A: First Incremental Term Loan
Commitments


 


	Incremental Lender	 	First Incremental
    Term Loan	 
	Regions Bank	 	$	76,676,049.47	 
	Citizens Bank, N.A.	 	$	49,709,091.85	 
	Deutsche Bank AG New York Branch	 	$	44,944,929.34	 
	Royal Bank of Canada	 	$	44,944,929.34	 
	Total	 	$	216,275,000.00