EXHIBIT 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 21, 2002, between Rotech Healthcare Inc., a Delaware corporation (the "Company"), and Oaktree...Registration Rights Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
Exhibit 10.12 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this 1st day of November, 2002, by and between Rotech Healthcare Inc., a Delaware corporation (together with its successors and assigns, the "Company"),...Employment Agreement • January 27th, 2003 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
among ROTECH HEALTHCARE INC., as Borrower,Credit Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
INDENTUREIndenture • October 25th, 2002 • Rotech Healthcare Inc • New York
THIS AGREEMENT, dated as of , is made by and between ------------- RoTech Healthcare Inc., a Delaware corporation (the "Company"), and (the "Optionee"). ---------------Stock Option Agreement • October 25th, 2002 • Rotech Healthcare Inc • Delaware
BetweenTransfer Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
Exhibit 10.10 August 19, 2002 Board of Directors c/o William Wallace Abbott Rotech Healthcare Inc. 2600 Technology Drive Orlando, FL Dear Mr. Abbott: This letter confirms and sets forth the terms and conditions of the engagement between Alvarez &...Engagement Agreement • January 27th, 2003 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
This Registration Rights Agreement (this "Agreement") is made and entered --------- into as of March 26, 2002, by and among Rotech Healthcare Inc., a Delaware corporation (the "Company"), each of the entities listed on Schedule A hereto ------- (each...Registration Rights Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
AMONGTax Sharing Agreement • October 25th, 2002 • Rotech Healthcare Inc
Move by: November 30,2001 $ 70,000 October 31, 2001 $ 80,000 September 30, 2001 $ 90,000 August 31, 2001 $100,000 July 31, 2001 $110,000 June 30, 2001 $120,000Letter of Employment • January 27th, 2003 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
CORPORATE INTEGRITY AGREEMENT BETWEEN THE Office of Inspector General of the Department of Health and Human Services and Rotech Medical CorporationCorporate Integrity Agreement • January 27th, 2003 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
CREDIT AGREEMENT among ROTECH HEALTHCARE INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, HIGHLAND FINANCIAL CORP., as Lead Arranger and Sole Bookrunner, and NEXBANK, SSB, as Administrative Agent and Collateral Agent Dated as...Credit Agreement • September 19th, 2006 • Rotech Healthcare Inc • Services-home health care services • New York
CREDIT AGREEMENT, dated as of September 15, 2006, among ROTECH HEALTHCARE INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), HIGHLAND FINANCIAL CORP., as lead arranger and sole bookrunner (in such capacity, the “Arranger”), and NEXBANK, SSB, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT among ROTECH HEALTHCARE INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE SECURITIES (USA) LLC, as Sole Lead Arranger and Sole Bookrunner, CREDIT SUISSE, as Administrative Agent and Collateral...Credit Agreement • August 13th, 2007 • Rotech Healthcare Inc • Services-home health care services • New York
CREDIT AGREEMENT, dated as of March 30, 2007, among ROTECH HEALTHCARE INC., a Delaware corporation (together with its successors, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CREDIT SUISSE SECURITIES (USA) LLC, as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), CREDIT SUISSE, as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 10th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), by and among Rotech Healthcare Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory to this Second Supplemental Indenture (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to the Indenture, dated as of October 6, 2010 (the “Indenture”), by and among the Company, as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and the Subsidiary Guarantors named therein, is made and entered into this 24th day of October, 2011.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 15th, 2012 • Rotech Healthcare Inc • Services-home health care services • New York
This THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), by and among Rotech Healthcare Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory to this Third Supplemental Indenture (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to the Indenture, dated as of October 6, 2010 (the “Indenture”), by and among the Company, as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and the Subsidiary Guarantors named therein, is made and entered into this 1st day of October, 2012.
EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Rotech Healthcare Inc., a Delaware corporation (the "Company") proposes to make an...Exchange Agent Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
ROTECH HEALTHCARE INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
Rotech Healthcare Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Jefferies & Company, Inc. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated March 10, 2011 (the “Purchase Agreement”), $283,500,000 aggregate principal amount of its 10.500% Senior Second Lien Notes due 2018 (the “Initial Securities”) to be guaranteed on a senior second lien basis by each of the subsidiaries of the Issuer listed on Schedule A hereto (the “Guarantors” and, together with the Issuer, the “Company”). Concurrently with the sale of the Initial Securities, the Issuer is selling directly through a private placement with certain individual “accredited investors” (as defined in Rule 501(a) of the Securities Act (as defined below)) listed on Schedule B hereto (the “Accredited Investors”) U.S. $6,500,000 in principal amount of its 10.500% Senior Second Lien Notes due 2018 (the “Accredited Investor Securities”). The In
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2008 • Rotech Healthcare Inc • Services-home health care services
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into on October 6, 2008, by and between Rotech Healthcare Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Michael R. Dobbs (the “Executive”).
W I T N E S S E T H:Trust Agreement • October 25th, 2002 • Rotech Healthcare Inc • Florida
ROTECH HEALTHCARE INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 17, 2011 10.5% Senior Second Lien Notes due 2018Indenture • March 18th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
INDENTURE dated as of March 17, 2011, among Rotech Healthcare Inc., a Delaware corporation (the “Company”), each of the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2005 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into this 31st day of January, 2005, by and between Rotech Healthcare Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Michael R. Dobbs (the “Executive”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 10th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
This FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), by and among Rotech Healthcare Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory to this First Supplemental Indenture (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to the Indenture, dated as of October 6, 2010 (the “Indenture”), by and among the Company, as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and the Subsidiary Guarantors named therein, is made and entered into this 24 day of October, 2011.
TERM LOAN CREDIT AGREEMENT dated as of December 21, 2012 among ROTECH HEALTHCARE INC., THE LENDERS PARTY HERETO and SILVER POINT FINANCE, LLCas Administrative AgentTerm Loan Credit Agreement • May 15th, 2013 • Rotech Healthcare Inc • Services-home health care services • New York
TERM LOAN CREDIT AGREEMENT, dated as of December 21, 2012 among ROTECH HEALTHCARE INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I) and SILVER POINT FINANCE, LLC, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Secured Parties (as defined in Article I).
ROTECH HEALTHCARE INC. COMMON STOCK OPTION PLAN FORM OF OFFICER (OTHER THAN CEO) STOCK OPTION AGREEMENT INCENTIVE STOCK OPTIONStock Option Agreement • August 13th, 2007 • Rotech Healthcare Inc • Services-home health care services
WHEREAS, the Company has adopted the Rotech Healthcare Inc. Common Stock Option Plan (the “Plan”) for the benefit of a select group of employees, nonemployee directors and consultants;
ContractCredit Agreement • March 13th, 2012 • Rotech Healthcare Inc • Services-home health care services • New York
AMENDMENT NO. 1 dated as of March 7, 2012 (this “Amendment”), to the Credit Agreement dated as of March 17, 2011 (the “Credit Agreement”), among ROTECH HEALTHCARE INC., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Secured Parties (as defined therein), is entered into by and among the Borrower, the subsidiaries of the Borrower identified on Schedule I hereto (the “Subsidiary Guarantors”), the persons signatory hereto as Lenders and the Administrative Agent.
October 30,2002 Albert Prast 400 Lakewood Drive Winter Park, Florida 32789 Re: Agreement with Respect to Rights Upon Termination of Employment Dear Albert: Rotech Healthcare, Inc., a Delaware corporation (the "Company" or "Rotech"), is pleased to...Agreement With Respect to Rights Upon Termination of Employment • February 11th, 2003 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2006 • Rotech Healthcare Inc • Services-home health care services • Delaware
This INDEMNIFICATION AGREEMENT is made on (DATE) between, Rotech Healthcare Inc., a Delaware corporation, the successor to Rotech Medical Corporation, a Florida corporation (collectively the “Company”), and (collectively with such person’s heirs, executors, administrators and other personal representatives, the “Indemnitee”), a of the Company.
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND ROTECH HEALTHCARE INC.Corporate Integrity Agreement • May 21st, 2008 • Rotech Healthcare Inc • Services-home health care services
October 6, 2008 Steven P. Alsene 13520 Sunset Lakes Circle Winter Garden, Florida 34787 Re: Second Amendment to Agreement with Respect to Rights Upon Termination of Employment (“Second Amendment”) Dear Steve:Second Amendment to Agreement With Respect to Rights Upon Termination of Employment • November 12th, 2008 • Rotech Healthcare Inc • Services-home health care services
Reference is made to the Agreement with Respect to Rights Upon Termination of Employment between Steven P. Alsene (“Executive”) and Rotech Healthcare Inc. (“the Company”) dated November 8, 2006 (the “Employment Letter”) as amended on April 18, 2008 (the “First Amendment”). All defined terms used without definitions shall have the meanings provided in the Employment Letter.
FORBEARANCE AGREEMENTForbearance Agreement • March 15th, 2013 • Rotech Healthcare Inc • Services-home health care services • New York
This Forbearance Agreement is made as of this 15th day of March, 2013 (the “Forbearance Agreement”), among Rotech Healthcare Inc., (the “Borrower”), the several financial institutions from time to time party to the Credit Agreement (as defined below), as lenders (the “Lenders”), and Silver Point Finance, LLC, as Administrative Agent for the Lenders.
TRUST AGREEMENTTrust Agreement • November 15th, 2004 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing • North Carolina
THIS AGREEMENT made this 27th day of July, 2004, by and among Rotech Healthcare, Inc., a Delaware corporation (hereinafter referred to as “Company”, which term shall include all successors and/or related entities thereto which have adopted the Rotech Healthcare Inc. Employees Plan (the “Plan”) and/or agreed to be bound by this Trust Agreement) and Wachovia Bank, National Association as directed trustee (“Directed Trustee”).
January 1, 2012 Steven P. Alsene c/o 2600 Technology Drive, Suite 300 Orlando, Florida 32804 Re: Amended and Restated Agreement with Respect to Rights Upon Termination of Employment Dear Steve:Agreement With Respect to Rights Upon Termination of Employment • January 3rd, 2012 • Rotech Healthcare Inc • Services-home health care services
This letter agreement (this “Agreement”) when executed by you will, effective as of January 1, 2012 (the “Effective Date”), amend and restate the letter agreement between you and Rotech Healthcare Inc., a Delaware corporation (the “Company” or “Rotech”), dated November 8, 2006, as amended on April 18, 2008 and October 6, 2008 (the “Employment Letter”) with respect to your rights upon the termination of your employment with the Company.
AMENDMENTEmployment Agreement • May 15th, 2008 • Rotech Healthcare Inc • Services-home health care services
AMENDMENT, dated April 18, 2008, to First Amended and Restated Employment Agreement (the “Employment Agreement”) dated January 31, 2005 between Rotech Healthcare Inc., a Delaware corporation (the “Company”) and Philip L. Carter (the “Executive”).
ROTECH HEALTHCARE INC. EMPLOYEES PLAN TRUST AGREEMENT (Effective July 1, 2007)Employees Plan Trust Agreement • March 7th, 2008 • Rotech Healthcare Inc • Services-home health care services • New York
THIS TRUST AGREEMENT, made as of the date hereof, by and between ROTECH HEALTHCARE INC., a Delaware corporation (the “Company”), and NORTHSTAR TRUST COMPANY, not in its corporate capacity, but solely in its capacity as trustee of the Rotech Healthcare Inc. Employees Plan Trust, and his successors and assigns in the trust hereby evidenced (the “Trustee”).
SECOND AMENDMENT AND WAIVER, dated as of June 7, 2004Credit Agreement • August 16th, 2004 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing • New York
(this “Amendment”), to the Credit Agreement, dated as of March 26, 2002 (as amended by the Amendment dated as of December 31, 2002 and as further amended, supplemented or modified from time to time, the “Credit Agreement”), among ROTECH HEALTHCARE INC., a Delaware corporation (the “Borrower”), the Lenders parties thereto, UBS WARBURG LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers and joint bookrunners (the “Arrangers”), GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, THE BANK OF NOVA SCOTIA, DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc Alex. Brown Inc.) and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent, and UBS AG, STAMFORD BRANCH, as Administrative Agent.
