Exhibit 10.1

FIRST INCREMENTAL FACILITY AMENDMENT

dated as of April 23, 2021

to the

CREDIT AGREEMENT

dated as of January 20, 2021

among

ADAPTHEALTH INTERMEDIATE HOLDCO LLC

as Intermediate Holdings,

ADAPTHEALTH LLC,

as Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

PARTY HERETO FROM TIME TO TIME,

as the Guarantors,

THE LENDERS PARTY HERETO,

and

REGIONS BANK,

as Administrative Agent and Collateral Agent,

REGIONS CAPITAL MARKETS, a division of Regions Bank,

CITIZENS BANK, N.A.,

and

TRUIST SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners

FIRST INCREMENTAL FACILITY AMENDMENT

THIS FIRST INCREMENTAL FACILITY AMENDMENT (this “Amendment”), dated as of April 23, 2021, 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 hereto, as Guarantors, the Lenders party hereto (including each New Lender (as defined below)), and REGIONS BANK, as administrative agent (in such capacity, “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, Borrower has requested certain modifications to the Credit Agreement and the Lenders have agreed to such modifications to the Credit Agreement on the terms and conditions set forth herein.

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, as amended hereby.

2.               Increase in Revolving Commitments; Incremental Term Loan.

2.1.          Subject to the terms and conditions set forth herein, the Aggregate Revolving Commitments are hereby amended and increased to an aggregate principal amount of $450,000,000. The Revolving Commitment of each Lender (including each New Lender) as of the date hereof is equal to the amount set forth opposite such Lender’s name on Appendix A to the Credit Agreement attached hereto as Appendix A.

2.2.          Subject to the terms and conditions set forth herein, the Term Loan A Commitments are hereby amended and increased to an aggregate principal amount of $800,000,000. Each New Lender and each Lender with an increase in its Term Loan A Commitment severally agrees to make its portion of such increased Term Loan A to the Borrower in Dollars on the First Amendment Effective Date in an amount not to exceed such Lender’s Term Loan A Commitment Percentage.

3.                Amendments to Credit Agreement.

3.1.             The following definition is hereby inserted in Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“First Amendment Effective Date” means April 23, 2021.

3.2.         The following definitions in Section 1.1 of the Credit Agreement are hereby restated in their entirety to read as follows:

“Aggregate Revolving Commitments” means the aggregate Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the First Amendment Effective Date is FOUR HUNDRED AND FIFTY MILLION DOLLARS ($450,000,000).

“Permitted Acquisition” means Investments consisting of an Acquisition by any Loan Party or any Subsidiary; provided, that (i) the line of business of any acquired Person shall be substantially similar to, or reasonably ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Loan Parties and their respective Subsidiaries on the Closing Date or the Funding Date (as determined by the Borrower in its reasonable discretion), (ii) the Property acquired (or the Property of the Person acquired) in such Acquisition is used or useful in substantially the same line of business as the Loan Parties and their respective Subsidiaries were engaged in on the Closing Date or the Funding Date, or, in either case, in a business reasonably ancillary, complementary or related to, or a reasonable extension, development or expansion of, such business, and the Property is located (or if an Acquisition of Capital Stock, the Acquisition target is formed or otherwise organized) in the United States, (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition and such Acquisition shall not be hostile, (iv) the Borrower shall be in compliance with the Consolidated Interest Coverage Ratio set forth in Section 8.8(b) and the Consolidated Total Leverage Ratio shall not exceed the ratio that is 0.25:1.0 less than the otherwise permitted maximum Consolidated Total Leverage Ratio under Section 8.8(a) for the Fiscal Quarter most recently ended, in each case, recomputed on a Pro Forma Basis giving effect to all such Acquisitions and the incurrence of any Indebtedness related to such Acquisitions, as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to clauses (a) or (b) of Section 7.1 and if the aggregate amount of considerations for all Acquisitions occurring in any calendar month exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower demonstrating such compliance, together with such financial and other information requested by the Administrative Agent in support of such calculations, (v) no Default or Event of Default exists or would be caused by such Acquisition or the incurrence of any related Indebtedness, (vi) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects (or, in all respects, if already qualified by materiality) at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date and (vii) to the extent (a) Consolidated EBITDA attributable to any acquired Person exceeds $30,000,000 or (b) the aggregate amount of consideration for any Acquisition exceeds $200,000,000, the Borrower shall have delivered a quality of earnings report and other third party reports obtained by a Loan Party or its Affiliates in connection with such Acquisition, in each case in the form and results acceptable to Administrative Agent, with respect to each Person or any division or line of business; provided, further, to the extent that payment for such Acquisition is made solely from Net Cash Proceeds from the issuance or sale of Qualified Capital Stock of AdaptHealth Corp., Borrower and the Loan Parties shall only be required to be in compliance with clauses (iii), (iv), (v) and (vi) of this definition for such Acquisition to be deemed a Permitted Acquisition.

“Term Loan A Commitment” means, for each Lender, the commitment of such Lender to make a portion of the Term Loan A hereunder. The Term Loan A Commitment of each Lender as of First Amendment Effective Date is set forth on Appendix A. The aggregate principal amount of the Term Loan A Commitments of all of the Lenders as in effect on the First Amendment Effective Date is EIGHT HUNDRED MILLION DOLLARS ($800,000,000).

3.3.         Section 7.12 of the Credit Agreement is hereby restated in its entirety to read as follows:

7.12     Additional Subsidiaries.

(a)       Within 45 days after the end of each Fiscal Quarter, notify the Administrative Agent in writing of each Subsidiary formed or acquired in such Fiscal Quarter, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto, with respect to each such Subsidiary; and

(b)       Within forty-five (45) days (in each case, or such later date as may be agreed by the Collateral Agent at its sole option) after the end of each Fiscal Quarter, cause each Subsidiary (other than an Excluded Subsidiary) that was acquired, formed or ceased to be an Excluded Subsidiary (including any Subsidiary that ceased to be an Immaterial Subsidiary as of the end of the most recently completed Fiscal Quarter) during such Fiscal Quarter to (A) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement or such other document as the Administrative Agent may reasonably request for such purpose (including as required under the Security Agreement) together with supplements to Schedules 6.13, 6.17, 6.20(a) and 6.26(a) and any Schedule to the Collateral Documents, in each case, to the extent required to make such schedule true and correct as of the date of such Guarantor Joinder Agreement, and (B) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(b), (c), and (e) and take any actions required under Section 7.14, and, if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if such Subsidiary is a Special Purpose Subsidiary, such Subsidiary shall not be required to become a Guarantor pursuant to this Section 7.12(b) at any time the related Permitted Securitization Transaction is in effect.

3.4.         Appendix A to the Credit Agreement is hereby amended and restated in its entirety to read in the form attached hereto as Appendix A.

4.           Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent:

4.1.        Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by an Authorized Officer of each Loan Party, the Required Lenders, each New Lender, and each Lender with an increase in its Commitments and the Administrative Agent.

4.2.         Notes. Receipt by the Administrative Agent of a Note dated as of the First Amendment Effective Date, executed by an Authorized Officer of the Borrower in favor of each New Lender requesting a Note.

4.3.         Organization Documents. Receipt by the Administrative Agent of the following:

(i)               Charter Documents. Copies of articles of incorporation, certificate of organization or formation, or other like document for each of the Loan Parties certified as of a recent date by the appropriate Governmental Authority.

(ii)             Organization Documents Certificate. (A) Copies of bylaws, operating agreement, partnership agreement or like document, (B) copies of resolutions approving the transactions contemplated hereby, and (C) incumbency certificates, for each of the Loan Parties, in each case certified by an Authorized Officer in form and substance reasonably satisfactory to the Administrative Agent.

(iii)             Good Standing Certificate. Copies of certificates of good standing, existence or the like of a recent date for each of the Loan Parties from the appropriate Governmental Authority of its jurisdiction of formation or organization.

4.4.         Opinions of Counsel. Receipt by the Administrative Agent of customary opinions of counsel for each of the Loan Parties dated as of the First Amendment Effective Date and in form and substance satisfactory to the Administrative Agent.

4.5.         Officer’s Certificate. Receipt by the Administrative Agent of a certificate from an Authorized Officer of the Borrower certifying that, before and after giving effect to this Amendment and the transactions contemplated hereby, (a) the representations and warranties contained in Section 6 of the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in all respects, if already qualified by materiality) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in all respects, if already qualified by materiality) as of such earlier date, and (b) no Event of Default exists.

4.6.         Fees and Expenses. The Administrative Agent shall have confirmation that all reasonable out-of-pocket fees and expenses required to be paid on or before the First Amendment Effective Date have been paid, including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent.

5.            Amendment is a “Loan Document”. This Amendment 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 Amendment.

6.            Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and the Lenders (including the New Lenders) that, on and as of the date hereof, immediately after giving effect to this Amendment, (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.

7.            Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

8.            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 Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

9.            No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

10.          New Lenders; Reallocation.

10.1.       Each Lender that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the effectiveness of this Amendment (each a “New Lender”) (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender under the Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

10.2.       Each of the Administrative Agent and each Loan Party agree that, as of the First Amendment Effective Date, each New Lender shall (a) be a party to the Credit Agreement (and, as applicable, the other Loan Documents), (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.

10.3.          The address of each New Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such New Lender to the Administrative Agent.

10.4.          Each Lender (including each New Lender) party hereto and the L/C Issuer represents and warrants that, after giving effect to this Amendment, the representations and warranties of such Lender and the L/C Issuer set forth in the Credit Agreement are true and correct as of the First Amendment Effective Date. Each party hereto acknowledges and agrees to the provisions set forth in Section 11.21 of the Credit Agreement.

10.5.          On the First Amendment Effective Date, the Loans and Commitments made by the Lenders under the Credit Agreement, and Loans and Commitments made by the New Lenders and the Lenders increasing their Commitments as of the First Amendment Effective Date, shall be re-allocated and restated among the Lenders so that the respective Commitments of the Lenders shall be as set forth on Appendix A attached hereto.  Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, the parties hereto hereby acknowledge and agree that all assignments and reallocations of Loans and Commitments pursuant to this Section 10.5 shall be deemed to be assignments made subject to and in compliance with Section 11.6 of the Credit Agreement (including, without limitation, the ‘Standard Terms and Conditions’ applicable to Assignment Agreements).

11.               Counterparts/Facsimile. This Amendment 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 Amendment 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 Amendment.

12.               Governing Law. This Amendment 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]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Incremental Facility Amendment to be duly executed and delivered as of the date first above written.