Consent Agreement dated as of May 9, 2022, among AdaptHealth LLC, the guarantors named therein, Regions Bank as administrative agent and collateral agent and the lenders party thereto
Exhibit 10.1
CONSENT AGREEMENT
THIS CONSENT AGREEMENT (this “Agreement”) dated as of May 9, 2022, related 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 thereto, as Guarantors, the Lenders from time to time party thereto, and REGIONS BANK, as administrative agent (in such capacity, the “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, the Borrower has informed the Lenders that (a) the board of directors of AdaptHealth Corp. has authorized the repurchase of shares of its Capital Stock pursuant to terms and conditions determined by the board of directors in good faith by written consent dated as of the date hereof (the “2022 Repurchase Transactions”) and (b) in order to fund the 2022 Repurchase Transactions, the Loan Parties intend to make Restricted Payments to AdaptHealth Corp. from time to time on or after the Effective Date in an aggregate amount not to exceed $200,000,000 (the “Specified Distributions”).
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.
2. Consent to Specified Distributions. Notwithstanding anything to the contrary in the Credit Agreement (including Section 8.6 of the Credit Agreement), the Required Lenders hereby consent (a) to the Specified Distributions and (b) agree that the calculation of Excess Cash Flow shall be reduced by the amount of Specified Distributions made in any applicable period. This consent is a one-time consent and shall be automatically and irrevocably effective only in this specific instance.
3. Conditions Precedent. This Agreement shall become effective as of the date hereof (the “Effective Date”) upon receipt by the Administrative Agent of executed counterparts of this Agreement properly executed by an Authorized Officer of each Loan Party, the Required Lenders and the Administrative Agent.
4. Agreement is a “Loan Document”. This Agreement 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 Agreement.
5. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and the Lenders that, on and as of the date hereof, immediately after giving effect to this Agreement, (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.
6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Agreement and all documents, agreements and instruments executed in connection with this Agreement do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.
7. 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 Agreement and all documents, agreements and instruments executed in connection with this Agreement do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.
8. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
9. Counterparts/Facsimile. This Agreement 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 Agreement 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 Agreement.
10. Governing Law. This Agreement 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]
2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Agreement 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| 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 partnership | ||
| CHAMPLAIN VALLEY BRACE AND LIMB, L.L.C., a New York limited liability company | ||
| CHOICE MEDICAL HEALTH CARE, LLC, an Illinois limited liability company | ||
| CLEARVIEW MEDICAL INCORPORATED, a Texas corporation | ||
| By: | /s/ Christopher J. Joyce | |
| Name: | Christopher J. Joyce | |
| Title: | Vice President and Secretary | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | CPAP2ME, INC., a Delaware corporation | |
| DM ACQUISITION SUB LLC, a Delaware limited liability company | ||
| FAMILY HOME MEDICAL SUPPLY LLC, a Pennsylvania limited liability company | ||
| FAMIL SUPPLY, LLC, a North Carolina 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., an Illinois 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| 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 LLC, a Missouri limited liability company 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 South Carolina 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 MEDICAL SUPPLY INC., a New Jersey corporation | ||
| By: | /s/ Christopher J. Joyce | |
| Name: | Christopher J. Joyce | |
| Title: | Vice President and Secretary | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | SENIOR CARE SERVICE, LLC, a Colorado limited liability company | |
| SKORO ENTERPRISES, LLC, a Texas 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 | ||
| By: | /s/ Christopher J. Joyce | |
| Name: | Christopher J. Joyce | |
| Title: | Vice President and Secretary | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | AEROCARE HOLDINGS LLC, a Delaware limited liability company | |
| 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | HOMETOWN RESPIRATORY CONSULTANTS, INC., a Tennessee corporation | |
| LOUISVILLE O 2, 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 limited liability company | ||
| BJ’S WHEELCHAIR SERVICE, INC., a Texas corporation | ||
| T C MEDICAL SUPPLY, LLC, a Florida limited liability company | ||
| 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 limited liability company | ||
| F1RST CHOICE IN-HOMECARE, INC., a Virginia corporation | ||
| AMERICAN PREFERRED HOME MEDICAL, L.L.C., a Texas limited liability company | ||
| 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 limited liability company ROCKY MOUNTAIN MEDICAL EQUIPMENT, INC., a Colorado corporation | ||
| ROCKY MOUNTAIN MEDICAL EQUIPMENT LLC, a Colorado limited liability company | ||
| 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | 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 | ||
| DIABETES MANAGEMENT AND SUPPLIES, L.L.C., a Louisiana limited liability company | ||
| DIABETES MANAGEMENT PHARMACY, L.L.C., a Louisiana limited liability company | ||
| ABSOLUTE RESPIRATORY CARE, LLC, a Delaware limited liability company | ||
| ACCESS MEDICAL, LLC, a Michigan limited liability company | ||
| ADAPTHEALTH MINNESOTA LLC, a Minnesota limited liability company | ||
| AGILE MEDICAL, LLC, a Pennsylvania limited liability company | ||
| AGILIS MED HOLDINGS, LLC, a Delaware limited liability company | ||
| AMERICA’S HEALTH CARE AT HOME, LLC, a Delaware limited liability company | ||
| BRADLEY DME, LLC, a Tennessee limited liability company | ||
| BUFFALO WHEELCHAIR, INC., a New York corporation | ||
| CAPE MEDICAL SUPPLY, LLC, a Delaware limited liability company | ||
| ELLIS HOME OXYGEN & MEDICAL EQUIPMENT, INC., a Virginia corporation | ||
| HEALTH COMPLEX MEDICAL, LLC, a Delaware limited liability company | ||
| By: | /s/ Christopher J. Joyce | |
| Name: | Christopher J. Joyce | |
| Title: | Vice President and Secretary | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| GUARANTORS (CONTINUED): | HEALTHY LIVING MEDICAL SUPPLY, LLC, a Michigan limited liability company | |
| LIFEHME, INC., a South Carolina corporation OLYMPIA RESPIRATORY SERVICES, LLC, a Washington limited liability company | ||
| OXYGEN SUPPLY SHOP L.L.C., a New Jersey limited liability company | ||
| PROVIDER PLUS, INC., a Missouri corporation QUALITY HOME MEDICAL, INC., a South Carolina corporation | ||
| SPIRO HEALTH SERVICES, LLC, a Delaware limited liability company | ||
| TMS VT, LLC, a Delaware limited liability company VERIO HEALTHCARE, INC., a California corporation WECARE MEDICAL, LLC, a Kentucky limited liability company | ||
| WECARE MEDICAL SOMERSET, LLC, a Kentucky limited liability company | ||
| RESPIRATORY SERVICES OF WESTERN NEW YORK, INC., a New York corporation | ||
| By: | /s/ Christopher J. Joyce | |
| Name: | Christopher J. Joyce | |
| Title: | Vice President and Secretary | |
[SIGNATURE PAGES CONTINUE]
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| ADMINISTRATIVE AGENT | ||
| AND COLLATERAL AGENT: | REGIONS BANK | |
| By: | /s/ Brian Walsh | |
| Name: | Brian Walsh | |
| Title: | Director | |
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| LENDERS: | REGIONS BANK | |
| By: | /s/ Brian Walsh | |
| Name: | Brian Walsh | |
| Title: | Director | |
| CITIZENS BANK, N.A. | ||
| By: | /s/ Mark Guyeski | |
| Name: | Mark Guyeski | |
| Title: | Vice President | |
| FIFTH THIRD BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ John McChesney | |
| Name: | John McChesney | |
| Title: | Director, VP | |
| JPMORGAN CHASE BANK, N.A. | ||
| By: | /s/ David Hyman | |
| Name: | David Hyman | |
| Title: | Executive Director | |
| KEYBANK NATIONAL ASSOCIATION | ||
| By: | /s/ Tanille Ingle | |
| Name: | Tanille Ingle | |
| Title: | Vice President | |
| TRUIST BANK | ||
| By: | /s/ Anton Brykalin | |
| Name: | Anton Brykalin | |
| Title: | Director | |
| FIRST-CITIZENS BANK & TRUST COMPANY (successor by merger to CIT Bank, N.A.) | ||
| By: | /s/ Andres Alev | |
| Name: | Andres Alev | |
| Title: | Director | |
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| By: | /s/ Philip Tancorra | |
| Name: | Philip Tancorra | |
| Title: | Vice President | |
| By: | /s/ Ian Dorrington | |
| Name: | Ian Dorrington | |
| Title: | Managing Director | |
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| LENDERS (CONTINUED): | HANCOCK WHITNEY BANK | |
| By: | /s/ Megan Brearey | |
| Name: | Megan Brearey | |
| Title: | Senior Vice President | |
| ROYAL BANK OF CANADA | ||
| By: | /s/ Mustafa Topiwalla | |
| Name: | Mustafa Topiwalla | |
| Title: | Authorized Signatory | |
| M&T BANK, successor by merger to 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/ Thomas Feifar, 5/6/2022 | |
| Name: | Thomas Feifar, 5/6/2022 | |
| Title: | Vice President, Authorized Signor | |
| FIRST MIDWEST BANK | ||
| By: | /s/ Anne-Christine Day | |
| Name: | Anne-Christine Day | |
| Title: | Assistant Vice President | |
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Irina Froment | |
| Name: | Irina Froment | |
| Title: | Senior Vice President | |
| ADAPTHEALTH LLC CONSENT AGREEMENT |
| LENDERS (CONTINUED): | CAPITAL ONE, NATIONAL ASSOCIATION | |
| By: | /s/ Karen M Dahlquist | |
| Name: | Karen M Dahlquist | |
| Title: | Duly Authorized Signature | |
| FIRST HORIZON BANK | ||
| By: | /s/ Sameer Gupta | |
| Name: | Sameer Gupta | |
| Title: | Managing Director | |
| SYNOVUS BANK | ||
| By: | /s/ Michael Sawicki | |
| Name: | Michael Sawicki | |
| Title: | Director | |
| UBS AG, STAMFORD BRANCH | ||
| By: | /s/ Dionne Robinson | |
| Name: | Dionne Robinson | |
| Title: | Associate Director | |
| By: | /s/ Anthony N Joseph | |
| Name: | Anthony N Joseph | |
| Title: | Associate Director | |
| BANK OF THE WEST | ||
| By: | /s/ Michael Weinert | |
| Name: | Michael Weinert | |
| Title: | Managing Director | |
| ADAPTHEALTH LLC CONSENT AGREEMENT |
