Apria, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 8th, 2021 • Apria, Inc. • Services-home health care services • New York
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of Apria, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (the “Stock”) and, at the election of the Underwriters, to sell to the Underwriters up to [•] additional shares of Stock of the Company. The aggregate of [•] shares of Stock to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to [•] additional shares of Stock to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2021 • Apria, Inc. • Services-home health care services • Delaware
This Indemnification Agreement is effective as of [ ], 2021 (this “Agreement”) and is between Apria, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of June 21, 2019 among APRIA HOLDINGS LLC, as Holdings, APRIA HEALTHCARE GROUP INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIZENS BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line...Credit Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 21, 2019, among APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Borrower”), APRIA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, CITIZENS BANK, N.A. (“Citizens”), as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of June 21, 2019 among APRIA HOLDINGS LLC, as Holdings, APRIA HEALTHCARE GROUP INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIZENS BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line...Credit Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 21, 2019, among APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Borrower”), APRIA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, CITIZENS BANK, N.A. (“Citizens”), as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
REGISTRATION RIGHTS AGREEMENT by and between APRIA, INC. and the other parties hereto Dated as of February 16, 2021Registration Rights Agreement • February 16th, 2021 • Apria, Inc. • Services-home health care services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 16, 2021 and is by and between Apria, Inc. (the “Company”) and the Holders (as defined below) from time to time party hereto.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • Delaware
This INDEPENDENT DIRECTOR AGREEMENT is dated August 15, 2019 (this “Agreement”) by and between APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Company”), and JOHN R. MURPHY, an individual resident of the State of Florida (the “Director”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • California
This Executive Employment Agreement (this “Agreement”) is entered into by and between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Daniel J. Starck (the “Executive”) as of March 14, 2012 (the “Effective Date”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • Tennessee
This Executive Severance Agreement (this “Agreement”) is made as of this 1st day of April, 2013, between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Robert P. Walker (the “Executive”).
STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 16, 2021 AMONG APRIA, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • February 16th, 2021 • Apria, Inc. • Services-home health care services • New York
This Stockholders Agreement is entered into as of February 16, 2021 by and among Apria, Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Stockholders”).
SENIOR VICE PRESIDENT SEVERANCE AGREEMENTSeverance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • California
This Executive Severance Agreement (this “Agreement”) is made as of this 7th day of August, 2014, between Apria Healthcare LLC, a Delaware limited liability company (the “Company”), and Raoul Smyth (the “Executive”).
ContractTransaction and Management Fee Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • New York
This TRANSACTION AND MANAGEMENT FEE AGREEMENT (this “Agreement”) is dated as of October 28, 2008 and is between Sky Merger Sub Corporation, a Delaware corporation (together with its successors, the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).
REGISTRATION RIGHTS AGREEMENT by and between APRIA, INC. and the other parties hereto Dated as of [_], [_]Registration Rights Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [_], [_] and is by and between Apria, Inc. (the “Company”) and the Holders (as defined below) from time to time party hereto.
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES, APRIA HEALTHCARE GROUP, INC. AND APRIA HEALTHCARE LLCCorporate Integrity Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
December 1, 2020 Mr. Raoul Smyth Re: Retirement Letter Dear Raoul:Retirement Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter agreement reflects the mutually agreed terms of your retirement from Apria Healthcare LLC (the “Company”). Your hard work and dedication are very important to the Company and the Company would like to thank you for your service.
November 15, 2020 Debra L. Morris Re: Amendment of Executive Severance Agreement Dear Debra:Executive Severance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Severance Agreement, dated March 11, 2013, with Apria Healthcare, Inc., now called Apria Healthcare LLC (the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services • New York
AMENDMENT NO. 1, dated as of December 11, 2020 (this “Incremental Amendment”) to the Credit Agreement, dated as of June 21, 2019, among Apria Holdings LLC, a Delaware limited liability company (“Holdings”), Apria Healthcare Group Inc., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the lenders party thereto from time to time and Citizens Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Incremental Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Executive Employment Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Employment Agreement, dated March 14, 2012, with Apria Healthcare Group Inc., as previously amended by that certain letter of agreement dated December 5, 2012 (the “Agreement”).
Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Executive Severance Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Severance Agreement, dated March 11, 2013, with Apria Healthcare, Inc., now called Apria Healthcare LLC (the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
July 24, 2018 Ms. Debra Morris Dear Debby:Transaction-Related Bonus Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
Re: Amendment of Executive Severance AgreementExecutive Severance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Severance Agreement, dated April 1, 2013, with Apria Healthcare Group Inc. (the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Executive Severance Agreement • January 4th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Severance Agreement, dated April 1, 2013, with Apria Healthcare Group Inc. (the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services • California
This Executive Severance Agreement (this “Agreement”) is made as of this 11th day of March, 2013, between Apria Healthcare, Inc., a Delaware corporation (the “Company”), and Debra L. Morris (the “Executive”).
Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Senior Vice President Severance Agreement • January 4th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Senior Vice President Severance Agreement, dated August 7, 2014, with Apria Healthcare LLC (as amended, the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
Re: Amendment of Executive Vice President AgreementExecutive Vice President Severance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Vice President Severance Agreement, dated April 30, 2014, with Apria Healthcare Group Inc. (the “Agreement”).
November 15, 2020 Raoul Smyth Re: Amendment of Senior Vice President Severance Agreement Dear Raoul:Senior Vice President Severance Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Senior Vice President Severance Agreement, dated August 7, 2014, with Apria Healthcare LLC (as amended, the “Agreement”). This letter supersedes that certain letter agreement between you and Apria Healthcare LLC, dated June 27, 2018, in its entirety.
December 20, 2019Restricted Stock Unit Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
The purpose of this letter is to evidence our agreement to adjust the terms of your Grant Letter to compensate for the effect the $75 Million dividend distribution declared by the Apria Healthcare Group Inc. (the “Company”) Board of Directors on June 19, 2018 and subsequently paid. Accordingly, the first sentence of the second paragraph of the Grant Letter is hereby amended and restated in full as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 4th, 2021 • Apria, Inc. • Services-home health care services • New York
AMENDMENT NO. 1, dated as of December 11, 2020 (this “Incremental Amendment”) to the Credit Agreement, dated as of June 21, 2019, among Apria Holdings LLC, a Delaware limited liability company (“Holdings”), Apria Healthcare Group Inc., a Delaware corporation (the “Borrower”), the other Guarantors party thereto from time to time, the lenders party thereto from time to time and Citizens Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Incremental Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
STOCK APPRECIATION RIGHTS AGREEMENT under the APRIA HEALTHCARE GROUP INC. 2015 STOCK PLANStock Appreciation Rights Agreement • February 3rd, 2021 • Apria, Inc. • Services-home health care services • New York
THIS AGREEMENT (the “Agreement”) by and between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
STOCKHOLDERS AGREEMENT DATED AS OF [ ], [ ] AMONG APRIA, INC. AND THE OTHER PARTIES HERETOStockholders Agreement • December 4th, 2020 • Apria, Inc. • Services-home health care services • New York
This Stockholders Agreement is entered into as of [ ], [ ] by and among Apria, Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Stockholders”).
Re: Amendment of Executive Employment AgreementExecutive Employment Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Employment Agreement, dated 3/14/2012, with Apria Healthcare Group Inc. (the “Severance Agreement”).
EXECUTIVE VICE PRESIDENT SEVERANCE AGREEMENTExecutive Vice President Severance Agreement • January 4th, 2021 • Apria, Inc. • Services-home health care services • California
This Executive Severance Agreement (this “Agreement”) is made as of this 30th day of April, 2014, between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Mark E. Litkovitz (the “Executive”).
Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Executive Vice President Severance Agreement • January 4th, 2021 • Apria, Inc. • Services-home health care services
This letter confirms the amendment, as set forth below, of your Executive Vice President Severance Agreement, dated April 30, 2014, with Apria Healthcare Group Inc. (the “Agreement”).
December 28, 2020Restricted Stock Unit Agreement • January 15th, 2021 • Apria, Inc. • Services-home health care services
Re: Your Apria Healthcare Group Inc. (“AHG”) Restricted Stock Unit (“RSU”) grant pursuant to letter dated July 24, 2018, as amended by the letter dated December 20, 2019 (as amended, the “Grant Letter”)
MASTER REORGANIZATION AGREEMENT dated as of February , 2021 by and among each of the Parties set forth in the Preamble heretoMaster Reorganization Agreement • February 9th, 2021 • Apria, Inc. • Services-home health care services • Delaware
This MASTER REORGANIZATION AGREEMENT, dated as of February , 2021 (this “Agreement”), is entered into by and among each of the following entities (each, a “Party”, and collectively, the “Parties”):
OMNIBUS AMENDMENT TO THE STOCK APPRECIATION RIGHTS AGREEMENT under the APRIA, INC. 2015 STOCK PLANStock Appreciation Rights Agreement • February 3rd, 2021 • Apria, Inc. • Services-home health care services
THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of February [•], 2021, amends each Stock Appreciation Rights Agreement (each, as amended from time to time, an “Agreement”) outstanding as of the date hereof under the Plan (as defined below) and is entered into by Apria, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the same meanings as in the applicable Agreement or the Plan, as applicable.
