AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into by and between Apria Healthcare Group Inc., a Delaware corporation (“Apria”) (the “Company”), and Daniel E. Greenleaf (the “Executive”) on October 24, 2008 and effective as of April 7, 2008 (the “Effective Date”).
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
This Executive Severance Agreement (this “Agreement”) is made as of this 10th day of March, 2009, between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and James Gallas (the “Executive”).
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Profits Interest Grant)Management Unit Subscription Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Apria Healthcare Group Inc. (the “Company”) and Lawrence A. Mastrovich (the “Executive”), effective as of October 24, 2008. This Agreement amends and restates in its entirety that certain Employment Agreement by and between the Company and the Executive dated as of May 5, 2006 (the “Prior Employment Agreement”).
AMENDED AND RESTATED NONCOMPETITION AGREEMENTNoncompetition Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
This Amended and Restated Noncompetition Agreement (this “Agreement”) is dated as of the 7th day of March, 2007 (the “Effective Date”) by and between Chris A. Karkenny (the “Executive”) and Apria Healthcare Group Inc. (the “Company”).
AMENDED AND RESTATED NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • Colorado
This Amended and Restated Noncompetition and Nonsolicitation Agreement (this “Agreement”) is entered into on the 24th day of October, 2008 (the “Effective Date”) by and between Daniel E. Greenleaf (the “Executive”) and Apria Healthcare Group Inc. (the “Company”).
ContractTransaction and Management Fee Agreement • July 16th, 2010 • Ahny-Iv LLC • 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”).
INDENTURE Dated as of May 27, 2009 Among APRIA HEALTHCARE GROUP INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Trustee 11.25% SENIOR SECURED NOTES DUE 2014 (Series A-1) SENIOR SECURED NOTES DUE 2014...Indenture • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
INDENTURE, dated as of May 27, 2009, among APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank National Association, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT of AHNY-DME LLCLimited Liability Company Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
This LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 30, 2010 (the “Agreement”), of AHNY-DME LLC, a New York limited liability company (the “Company”), is entered into by its sole member Apria Healthcare of New York State, Inc., a New York corporation (the “Sole Member”), pursuant to the provisions of the New York Limited Liability Company Law, § 101, et seq. (consol. 1994) (the “Act”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CORAMRX, LLCLimited Liability Company Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of CORAMRX, LLC, a Delaware limited liability company (the “Company”), is entered into as of July 1, 2010, by Coram Specialty Infusion Services, Inc. as its sole member (the “Sole Member”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 28, 2008, among BANK OF AMERICA, N.A., as Revolving Facility Collateral Agent BANK OF AMERICA, N.A., as Term Debt Collateral Agent, SKY ACQUISITION LLC, SKY MERGER SUB CORPORATION,...Lien Subordination and Intercreditor Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 28, 2008 among BANK OF AMERICA, N.A., as collateral agent for the Revolving Facility Secured Parties referred to herein and BANK OF AMERICA, N.A., as collateral agent for the Term Debt Secured Parties referred to herein, SKY ACQUISITION LLC, SKY MERGER SUB CORPORATION, APRIA HEALTHCARE GROUP INC. and the subsidiaries of APRIA HEALTHCARE GROUP INC. named herein.
EMPLOYMENT AGREEMENT (Chris A. Karkenny)Employment Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
EMPLOYMENT AGREEMENT (this “Agreement”) dated December 19, 2008 by and between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Chris A. Karkenny (“Executive”).
MASTER SERVICES AGREEMENTMaster Service Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • Delaware
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into this 14th day of May, 2009, and is effective as of May 14, 2009 (the “Effective Date”) by and between Intelenet Global Services Private Limited, a company incorporated under the Indian Companies Act 1956, with its registered office at Intelenet Towers, 1406-A/28, Mindspace, Malad (West), Mumbai—400 064, India (“Provider”) and Apria Healthcare, Inc., a company incorporated under the laws of the State of Delaware, with office at 26220 Enterprise Court, Lake Forest, CA 92630 (“Customer”). Provider and Customer also may be referred to individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services
SUPPLEMENT NO. 1 dated as of July 13, 2010, to the Security Agreement (as amended, restated, supplemented or otherwise modified, the “Security Agreement”), dated as of October 28, 2008, by and among Apria Healthcare Group Inc., a Delaware corporation and successor in interest to Sky Merger Sub Corporation (the “Lead Borrower”), the other Borrowers party thereto, Holdings, the other Guarantors party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
REGISTRATION RIGHTS AGREEMENT by and among Apria Healthcare Group Inc., the Guarantors Named Herein and Banc of America Securities LLC Wachovia Capital Markets, LLC Barclays Capital Inc. and Scotia Capital (USA) Inc. Dated as of May 27, 2009Registration Rights Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of May 21, 2009 (the “Purchase Agreement”), by and among the Issuer, the Guarantors and the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Series A-1 Notes (as hereinafter defined) (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Series A-1 Notes, the Issuer and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
GUARANTY AGREEMENT SUPPLEMENTGuaranty Agreement Supplement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
SUPPLEMENT NO.1 (the “Guaranty Supplement”) dated as of July 13, 2010, to the Guaranty dated as of October 28, 2008, among SKY ACQUISITION LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
Amendment No. 1 dated as of May 27, 2009 (this “First Amendment”) among SKY ACQUISITION LLC, a Delaware limited liability company (“Holdings”), APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto, the Lenders (as defined below) party hereto and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
ContractSecond Supplemental Indenture • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of July 13, 2010 among AHNY-DME LLC and AHNY-IV LLC (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
GUARANTY dated as of October 28, 2008 among SKY ACQUISITION LLC, as Holdings, CERTAIN SUBSIDIARIES OF SKY ACQUISTION LLC IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentGuaranty • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
GUARANTY, dated as of October 28, 2008, among SKY ACQUISITION LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
SECURITY AGREEMENT Dated as of October 28, 2008 among SKY MERGER SUB CORPORATION (to be merged with and into APRIA HEALTHCARE GROUP INC.) SKY ACQUISITION LLC, CERTAIN OTHER SUBSIDIARIES OF SKY ACQUISITION LLC IDENTIFIED HEREIN and BANK OF AMERICA,...Security Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
Reference is made to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, Holdings, the Collateral Agent and the other agents and Lenders from time to time party thereto.
REGISTRATION RIGHTS AGREEMENT by and among Apria Healthcare Group Inc., the Guarantors Named Herein and Banc of America Securities LLC Wells Fargo Securities, LLC Barclays Capital Inc. and Scotia Capital (USA) Inc. Dated as of August 13, 2009Registration Rights Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of August 10, 2009 (the “Purchase Agreement”), by and among the Issuer, the Guarantors and the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Series A-2 Notes (as hereinafter defined) (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Series A-2 Notes, the Issuer and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services
SUPPLEMENT NO. 1, dated as of July 13, 2010, to the Security Agreement (as amended, restated, supplemented or otherwise modified, the “Security Agreement”), dated as of October 28, 2008, by and among Sky Merger Sub Corporation and Apria Healthcare Group Inc., a Delaware corporation and successor in interest to Sky Merger Sub Corporation, Holdings, the other Grantors party thereto and Bank of America, N.A. (“BofA”) as the initial collateral agent for the Secured Parties.
SECURITY AGREEMENT Dated as of October 28, 2008 among SKY MERGER SUB CORPORATION (to be merged with and into APRIA HEALTHCARE GROUP INC.) SKY ACQUISITION LLC, CERTAIN OTHER SUBSIDIARIES OF SKY ACQUISITION LLC IDENTIFIED HEREIN and BANK OF AMERICA,...Security Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
Reference is made to the Senior Secured Bridge Loan Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Bridge Loan Agreement”), by and among the Borrower, Holdings, the Guarantors from time to time party thereto, the Administrative Agent, the Collateral Agent, and the other agents and Lenders from time to time party thereto.
U.S. $150,000,000 CREDIT AGREEMENT dated as of October 28, 2008 among SKY ACQUISITION LLC, SKY MERGER SUB CORPORATION, (to be merged with and into APRIA HEALTHCARE GROUP INC.), THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as...Credit Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 28, 2008 among SKY ACQUISITION LLC, a Delaware limited liability company (“Holdings”), SKY MERGER SUB CORPORATION (“Merger Sub” and, prior to the Merger (as defined below), the “Lead Borrower”), a Delaware corporation to be merged with and into APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Company” and, after the Merger, the “Lead Borrower”), the other Borrowers from time to time party hereto, BANK OF AMERICA, N.A. (with its successors, “Bank of America”), as Administrative Agent and Collateral Agent, the other agents listed herein and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Amendment No. 1 to MSA (Amends Schedule 15.1 and Other MSA Provisions in Order to Provide for Partial Shift Rates, Discounted Rates and Utilization Commitments)Master Services Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services
Note: Certain portions have been omitted from this Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission.
CREDIT AGREEMENT SUPPLEMENT NO. 1Credit Agreement Supplement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services
SUPPLEMENT NO. 1 dated as of July 13, 2010, (as amended, modified or supplemented from time to time, this “Supplement”) among AHNY-DME LLC, a New York limited liability company (“AHNY-DME”), AHNY-IV LLC, a New York limited liability company (“AHNY-IV” and, together with AHNY-DME, the “New Loan Parties”), and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent for and on behalf of the Lenders referred to below, to the Credit Agreement (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), dated as of October 28, 2008, by and among Apria Healthcare Group Inc., a Delaware corporation and successor in interest to Sky Merger Sub Corporation (the “Lead Borrower”), the other Borrowers party thereto, Holdings, the other Guarantors party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, the other agents listed therein and each lender (the “Lenders”) from time to time party thereto.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • Delaware
This Assignment and Assumption Agreement, dated as of March 25, 2010 (this “Agreement”), is entered into by and between Sky Acquisition LLC, a Delaware limited liability company (the “Assignor”), and Apria Holdings LLC, a Delaware limited liability company (the “Assignee”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of April 3, 2009 (the “Effective Date”) by and between Apria Healthcare Group, Inc., a Delaware corporation (the “Company”), and Lawrence A. Mastrovich (the “Executive”).
SUPPLEMENTAL INDENTURE FOR THE ISSUANCE OF THE SERIES A-2 NOTESSupplemental Indenture • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 13, 2009, among APRIA HEALTHCARE GROUP INC., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture) listed on the signature pages hereto, and U.S. Bank National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENT (NORMAN C. PAYSON)Employment Agreement • July 16th, 2010 • Ahny-Iv LLC • Services-home health care services • Delaware
THIS SERVICES AGREEMENT (this “Agreement”), is dated as of , 20 , by and between BP Healthcare Holdings LLC, a Delaware limited liability company (“BP Healthcare”), Sky Acquisition LLC, a Delaware limited liability company (“Holdings”), Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Norman C. Payson (“Payson”).
