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
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
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
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
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
Contract Type FiledJanuary 27th, 2003 Company Industry
among ROTECH HEALTHCARE INC., as Borrower,Credit Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
INDENTURERotech Healthcare Inc • October 25th, 2002 • New York
Company FiledOctober 25th, 2002 Jurisdiction
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
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
BetweenTransfer Agreement • October 25th, 2002 • Rotech Healthcare Inc • New York
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
AMONGTax Sharing Agreement • October 25th, 2002 • Rotech Healthcare Inc
Contract Type FiledOctober 25th, 2002 Company
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
Contract Type FiledSeptember 19th, 2006 Company Industry JurisdictionCREDIT 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”).
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
Contract Type FiledJanuary 27th, 2003 Company Industry
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 10th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledNovember 10th, 2011 Company Industry JurisdictionThis 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
Contract Type FiledNovember 15th, 2012 Company Industry JurisdictionThis 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
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
ROTECH HEALTHCARE INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledMarch 18th, 2011 Company Industry JurisdictionRotech 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
Contract Type FiledNovember 12th, 2008 Company IndustryTHIS 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
Contract Type FiledOctober 25th, 2002 Company Jurisdiction
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 2018Intercreditor Agreement • March 18th, 2011 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledMarch 18th, 2011 Company Industry JurisdictionINDENTURE 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
Contract Type FiledJuly 14th, 2005 Company IndustryTHIS 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
Contract Type FiledNovember 10th, 2011 Company Industry JurisdictionThis 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 AgentCredit Agreement • May 15th, 2013 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionTERM 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 CEO STOCK OPTION AGREEMENT INCENTIVE STOCK OPTIONStock Option Agreement • August 13th, 2007 • Rotech Healthcare Inc • Services-home health care services
Contract Type FiledAugust 13th, 2007 Company IndustryWHEREAS, 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;
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
Contract Type FiledAugust 13th, 2007 Company Industry JurisdictionCREDIT 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”).
ContractCredit Agreement • March 13th, 2012 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledMarch 13th, 2012 Company Industry JurisdictionAMENDMENT 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...Rotech Healthcare Inc • February 11th, 2003 • Services-miscellaneous equipment rental & leasing
Company FiledFebruary 11th, 2003 Industry
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2006 • Rotech Healthcare Inc • Services-home health care services • Delaware
Contract Type FiledMay 1st, 2006 Company Industry JurisdictionThis 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
Contract Type FiledMay 21st, 2008 Company Industry
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:Rotech Healthcare Inc • November 12th, 2008 • Services-home health care services
Company FiledNovember 12th, 2008 IndustryReference 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
Contract Type FiledMarch 15th, 2013 Company Industry JurisdictionThis 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
Contract Type FiledNovember 15th, 2004 Company Industry JurisdictionTHIS 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:Letter Agreement • January 3rd, 2012 • Rotech Healthcare Inc • Services-home health care services
Contract Type FiledJanuary 3rd, 2012 Company IndustryThis 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
Contract Type FiledMay 15th, 2008 Company IndustryAMENDMENT, 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”).
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 &...Rotech Healthcare Inc • January 27th, 2003 • Services-miscellaneous equipment rental & leasing
Company FiledJanuary 27th, 2003 Industry
ROTECH HEALTHCARE INC. EMPLOYEES PLAN TRUST AGREEMENT (Effective July 1, 2007)Trust Agreement • March 7th, 2008 • Rotech Healthcare Inc • Services-home health care services • New York
Contract Type FiledMarch 7th, 2008 Company Industry JurisdictionTHIS 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, 2004Second Amendment and Waiver • August 16th, 2004 • Rotech Healthcare Inc • Services-miscellaneous equipment rental & leasing • New York
Contract Type FiledAugust 16th, 2004 Company Industry Jurisdiction(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.
AMENDMENTEmployment Agreement • May 15th, 2008 • Rotech Healthcare Inc • Services-home health care services
Contract Type FiledMay 15th, 2008 Company IndustryAMENDMENT, 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 Michael R. Dobbs (the “Executive”).