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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 3.21
RESTATED CERTIFICATE OF INCORPORATION
OF
CORAM HEALTHCARE CORPORATION OF GREATER NEW YORK
Under Section 807 of the New York Business Corporation Law (the “Business Corporation Law”)
Coram Healthcare Corporation of Greater New York, a New York corporation (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Coram Healthcare Corporation of Greater New York. The Corporation was incorporated under the name “NYHT 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 New York on August 28, 1991.
2. Pursuant to Section 807 of the Business Corporation Law of the State of New York, as duly adopted by the Board of Directors of the Corporation and by the sole stockholder in accordance with Section 803 Business Corporation Law of the State of New York, Article THIRD of the Certificate of Incorporation, relating to the location of the office of the Corporation, is hereby amended, and the text of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is Coram Healthcare Corporation of Greater New York.
SECOND: The corporation is formed for the following purpose or purposes:
To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The office of the corporation is to be located in the County of Albany, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Five Hundred (500), all of which are of a par value of One Cent ($.01) each and all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of state shall mail a copy of any process against the corporation served upon him is: c/o Corporation Service Company, 80 State Street, Albany, NY 12207-2543.
The name and the address of the registered agent of the corporation are Corporation Service Company, 80 State Street, Albany, NY 12207-2543.
Said registered agent is to be the agent of the corporation upon whom or upon which process against the corporation may be served.
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The corporation shall, to the fullest extent permitted-by permitted by Article 7 of the Business Corporation Law of the State of New York, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of-any other rights to which any person may be entitled under any Bylaw, resolution of shareholders; resolution of directors, agreement, or otherwise, as permitted by said Articles, as to action in any capacity in which he served at the request of the corporation.
EIGHTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law of New York, as the same may be amended and supplemented.
2
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 Greater New York]