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- S-4 Registration of securities issued in business combination transactions
- 3.1 2ND Amended and Restated Cert. of Incorporation of Apria Healthcare Group, Inc.
- 3.2 Amended and Restated Bylaws of Apria Healthcare Group, Inc.
- 3.3 Amended and Restated Certificate of Incorporation of Apria Healthcare, Inc.
- 3.4 Amended and Restated Bylaws of Apria Healthcare, Inc.
- 3.5 Amended and Restated Cert.of Incorporation of Apriacare Management Systems, Inc.
- 3.6 Amended and Restated Bylaws of Apriacare Management Systems, Inc.
- 3.7 Certificate of Incorporation of Apriadirect.com, Inc.
- 3.8 Amended and Restated Bylaws of Apriadirect.com, Inc.
- 3.9 Restated Certificate of Incorporation of Apria Healthcare of New York State, Inc
- 3.10 Amended and Restated Bylaws of Apria Healthcare of New York State, Inc.
- 3.11 Restated Certificate of Incorporation of Coram Alternate Site Services, Inc.
- 3.12 Amended and Restated Bylaws of Coram Alternate Site Services, Inc.
- 3.13 Restated Certificate of Incorporation of Coram Clinical Trials, Inc.
- 3.14 Amended and Restated Bylaws of Coram Clinical Trials, Inc.
- 3.15 Restated Certificate of Incorporation of Coram Healthcare Corporation of Alabama
- 3.16 Amended and Restated Bylaws of Coram Healthcare Corporation of Alabama
- 3.17 Restated Certificate of Incorporation of Coram Healthcare Corporation of Florida
- 3.18 Amended and Restated Bylaws of Coram Healthcare Corporation of Florida
- 3.19 Restated Cert. of Incorporation of Coram Healthcare Corporation of Greater D.C.
- 3.20 Amended and Restated Bylaws of Coram Healthcare Corporation of Greater D.C.
- 3.21 Restated Cert. of Incorporation of Coram Healthcare Corporation of Greater N.y.
- 3.22 Amended and Restated Bylaws of Coram Healthcare Corporation of Greater New York
- 3.23 Restated Certificate of Incorporation of Coram Healthcare Corporation of Indiana
- 3.24 Amended and Restated Bylaws of Coram Healthcare Corporation of Indiana
- 3.25 Restated Cert. of Incorporation of Coram Healthcare Corporation of Massachusetts
- 3.26 Amended and Restated Bylaws of Coram Healthcare Corporation of Massachusetts
- 3.27 Restated Cert. of Incorporation of Coram Healthcare Corporation of Mississippi
- 3.28 Amended and Restated Bylaws of Coram Healthcare Corporation of Mississippi
- 3.29 Restated Certificate of Incorporation of Coram Healthcare Corporation of Nevada
- 3.30 Amended and Restated Bylaws of Coram Healthcare Corporation of Nevada
- 3.31 Restated Cert. of Incorporation of Coram Healthcare Corporation of New York
- 3.32 Amended and Restated Bylaws of Coram Healthcare Corporation of New York
- 3.33 Restated Cert. of Incorporation of Coram Healthcare Corporation of North Texas
- 3.34 Amended and Restated Bylaws of Coram Healthcare Corporation of North Texas
- 3.35 Restated Cert. of Incorporation of Coram Healthcare Corporation of Northern Cal.
- 3.36 Amended and Restated Bylaws of Coram Healthcare Corp. of Northern California
- 3.37 Restated Cert.of Incorporation of Coram Healthcare Corporation of South Carolina
- 3.38 Amended and Restated Bylaws of Coram Healthcare Corporation of South Carolina
- 3.39 Restated Cert. of Incorporation of Coram Healthcare Corporation of Southern Cal.
- 3.40 Amended and Restated Bylaws of Coram Healthcare Corporation of Southern Cal.
- 3.41 Restated Cert. of Incorporation of Coram Healthcare Corp. of Southern Florida
- 3.42 Amended and Restated Bylaws of Coram Healthcare Corporation of Southern Florida
- 3.43 Restated Certificate of Incorporation of Coram Healthcare Corporation of Utah
- 3.44 Amended and Restated Bylaws of Coram Healthcare Corporation of Utah
- 3.45 Certificate of Formation of Coram Healthcare of Wyoming, L.L.C.
- 3.46 Amended and Restated L.L.C. Agreement of Coram Healthcare of Wyoming, L.L.C.
- 3.47 Restated Certificate of Incorporation of Coram Homecare of Minnesota, Inc.
- 3.48 Amended and Restated Bylaws of Coram Homecare of Minnesota, Inc.
- 3.49 Restated Certificate of Incorporation of Coram Specialty Infusion Services, Inc.
- 3.50 Amended and Restated Bylaws of Coram Specialty Infusion Services, Inc.
- 3.51 Fourth Amended and Restated Certificate of Incorporation of Coram, Inc.
- 3.52 Amended and Restated Bylaws of Coram, Inc.
- 3.53 Certificate of Formation of Coramrx, LLC
- 3.54 Amended and Restated Limited Liability Company Agreement of Coramrx, LLC
- 3.55 Restated Certificate of Incorporation of Coram Service Corporation
- 3.56 Amended and Restated Bylaws of Coram Service Corporation
- 3.57 Second Restated Certificate of Incorporation of H.M.S.S., Inc.
- 3.58 Amended and Restated Bylaws of H.M.S.S., Inc.
- 3.59 Second Amended and Restated Articles of Incorporation of Healthinfusion, Inc.
- 3.60 Amended and Restated Bylaws of Healthinfusion, Inc.
- 3.61 Second Restated Certificate of Incorporation of T2 Medical, Inc.
- 3.62 Amended and Restated Bylaws of T2 Medical, Inc
- 3.63 Articles of Organization of Ahny-dme LLC
- 3.64 Limited Liability Company Agreement of Ahny-dme LLC
- 3.65 Articles of Organization of Ahny-iv LLC
- 3.66 Limited Liability Company Agreement of Ahny-iv LLC
- 4.1 Indenture
- 4.2 First Supplemental Indenture
- 4.3 Second Supplemental Indenture
- 4.4 Registration Rights Agreement Dated As of May 27, 2009
- 4.5 Registration Rights Agreement, Dated As of August 13, 2009
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Holland & Knight LLP
- 10.1 Transaction and Management Fee Agreement
- 10.2 Master Service Agreement
- 10.3 Amendment No. 1 to the Master Service Agreement
- 10.4 Employment Agreement (Norman C. Payson)
- 10.5 Employment Agreement (Chris A. Karkenny)
- 10.6 Amended and Restated Employment Agreement (Lawrence A. Mastrovich)
- 10.7 Amendment to Employment Agreement (Lawrence A. Mastrovich)
- 10.8 Offer Letter (James Gallas)
- 10.9 Amended and Restated Executive Severance Agreement (James Gallas)
- 10.10 Amended and Restated Employment Agreement (Daniel E. Greenleaf)
- 10.11 Amended and Restated Noncompetition Agreement (Karkenny)
- 10.12 Amended and Restated Noncompetition and Nonsolicitation Agreement (Greenleaf)
- 10.13 Management Unit Subscription Agreement (Norman C. Payson and BP Healthcare)
- 10.14 Management Unit Subscription Agreement (Chris A. Karkenny and Sky Acquisition)
- 10.15 Form of Management Unit Subscription Agreement Apria Holdings LLC
- 10.16 Assignment and Assumption Agreement
- 10.17 Form of Annual Executive Bonus Plan of Apria Healthcare Group Inc.
- 10.18 Credit Agreement
- 10.19 Amendment No. 1 to the Abl Credit Agreement
- 10.20 Supplement No. 1 to the Abl Credit Agreement
- 10.21 Guaranty
- 10.22 Supplement No. 1 to the Abl Guaranty
- 10.23 Security Agreement (Abl Collateral Agent)
- 10.24 Supplement No. 1 to the Abl Security Agreement
- 10.25 Security Agreement (Bank of America, N.a. Collateral Agent)
- 10.26 Supplement No. 1 to the Notes Security Agreement
- 10.27 Lien Subordination and Intercreditor Agreement
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Apria Healthcare Group Inc.
- 23.4 Consent of Deloitte & Touche LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 3.33
RESTATED CERTIFICATE OF INCORPORATION
OF
CORAM HEALTHCARE CORPORATION OF NORTH TEXAS
Coram Healthcare Corporation of North Texas, a Delaware corporation (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Coram Healthcare Corporation of North Texas. The Corporation was incorporated under the name “Curaflex Acquisition Inc.” The original Certificate of Incorporation (as amended, the “Certificate of Incorporation”) of the Corporation was filed with the Secretary of State of the State of Delaware on April 5, 1993.
2. Pursuant to Section 245 of the General Corporation Law of Delaware, this Restated Certificate of Incorporation integrates into a single instrument all of the provisions of the Certificate of Incorporation which are in effect and operative as a result of having theretofore been filed with the Secretary of State of the State of Delaware as certificates of amendment to the Certificate of Incorporation.
3. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Certificate of Incorporation as theretofore amended, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
4. The terms and provisions of this Restated Certificate of Incorporation have been duly adopted pursuant to the provisions of Section 245 of the General Corporation Law of Delaware.
5. The text of the Certificate of Incorporation is hereby restated to read in its entirety as follows:
1. The name of the Corporation is Coram Healthcare Corporation of North Texas.
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
3. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4. The total number of shares of all classes of stock that the Corporation is authorized to issue is ONE THOUSAND (1,000) shares of Common Stock with a par value of ONE TENTH OF ONE CENT ($0.001) per share.
5. The board of directors is expressly authorized to make, alter, or repeal the bylaws of the Corporation.
6. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
7. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or en the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors of class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner at the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation am a consequence of such Compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which they said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
8. The Corporation reserves the right to amend alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
9. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.
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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be duly executed this July 1, 2010.
By: | /s/ Robert T. Allen | |
Name: | Robert T. Allen | |
Title: | President, Chief Financial Officer and Treasurer |
[Coram Healthcare Corporation of North Texas]
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