2      **SECOND SUPPLEMENTAL INDENTURE**(this “Second Supplemental Indenture”) dated as of October28, 2008 between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), andU.S. Bank National Association, as trustee (the “Trustee”).**RECITALS OF THE COMPANY**             A.  The Company has heretofore executed and delivered to the Trustee (i) anIndenture, dated as of August 20, 2003 (the “Original Indenture”), providing for theissuance from time to time of the Company’s 3-3/8% Convertible Senior Notes due 2033 (herein calledthe “Notes”) and (ii) the First Supplemental Indenture, dated as of December 14, 2004,amending certain provisions of the Original Indenture (the “First Supplemental Indenture”and, together with the Original Indenture, the “Indenture”).             B.  The Company has entered into that certain Agreement and Plan of Merger,dated as of June 18, 2008, (as it may be amended, supplemented or modified, the “MergerAgreement”), by and among Sky Acquisition LLC, a Delaware limited liability company, theCompany and Sky Merger Sub Corporation, a Delaware corporation (“Merger Sub”), pursuant towhich Merger Sub will merge with and into the Company, with the Company being the survivingcorporation following the merger (the “Merger”).             C.  Section 15.06 of the Indenture provides that upon the occurrence of a mergerof the Company, such as the Merger, as a result of which holders of Common Stock shall be entitledto receive stock, other securities or other property or assets (including cash) with respect to orin exchange for such Common Stock, the Company or the successor or purchasing person, as the casemay be, shall execute with the Trustee a supplemental indenture providing that a holder’s right toconvert a Note into Common Stock shall be changed to a right to convert a Note into the kind andamount of shares of stock, other securities or other property or assets (including cash) which suchholder would have been entitled to receive upon such merger had such Notes been converted intoCommon Stock immediately prior to such merger.             D.  Section 11.01 of the Indenture provides that the Company, when authorized bythe resolutions of the Board of Directors (certified and delivered as provided in the Indenture),and the Trustee may supplement the Indenture or the Notes, without the consent of any holders ofany of the Notes at the time outstanding, for one or more of the following purposes (among others):to make provision with respect to the conversion rights of the holders of Notes pursuant to therequirements of Section 15.06 .             E.  The Board of Directors of the Company has duly authorized this SecondSupplemental Indenture by resolutions (certified and delivered as provided in the Indenture), andthe Company has provided the Trustee with an Officers’ Certificate and an Opinion of Counsel eachin the form contemplated by the Indenture and stating that all conditions precedent provided for inthe Indenture relating to this Second Supplemental Indenture have been complied with.
 

 

3           NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:           For and in consideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed,as follows:            SECTION 1.    Definitions.     All capitalized terms used in this Second Supplemental Indenture and not defined herein shallhave the meanings specified in the Indenture            SECTION 2.    Amendments to the Indenture.             (a)  Section 1.01 of Article 1 of the Indenture is amended to add the followingnew definitions in appropriate alphabetical order:                  “**‘Merger’**has the meaning set forth in the recitals to the Second SupplementalIndenture.”     “**‘Second Supplemental Indenture’**means the Second Supplemental Indenture dated as of October28, 2008 supplementing and amending the Indenture, as supplemented and amended by the FirstSupplemental Indenture.”     SECTION 3.    Effect of the Merger. In accordance with Section 15.06 of theIndenture, from and after the effective time of the Merger, the Notes shall no longer beconvertible into shares of the Common Stock of the Company but instead each $1,000.00 aggregateprincipal amount of Notes shall be convertible solely into cash in the amount of $602.39 (whichamount is equal to the product of (x) $21.00 (the per share price paid in connection with theMerger) multipliedby (y) 28.6852 (the Conversion Rate in effect immediately priorto the effective time of the Merger)).        SECTION 4.    The Trustee assumed no duties, responsibilities or liabilities by reasonof this Second Supplemental Indenture other than as set forth in the Indenture, and this SecondSupplemental Indenture is executed and accepted by the Trustee subject to all terms and conditionsof its acceptance of the Trust under the Indenture, as fully as if said conditions were hereby setforth at length. Without limiting the generality of the foregoing, the Trustee assumed noresponsibility as to the validity of this Second Supplemental Indenture.      SECTION 5.    This Second Supplemental Indenture and the amendments contemplated herebyshall become effective on the date this Second Supplemental Indenture is executed by the Companyand the Trustee pursuant to 11.01 of the Indenture.     SECTION 6.    The Company and the Trustee shall cooperate with one another and shallexecute such other and further documents as may be reasonably necessary or proper for theeffectuation of the provisions of this Second Supplemental Indenture.
 

 

4       SECTION 7.    In case any provision of this Second Supplemental Indenture shall bedetermined invalid, illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired by such determination.       SECTION 8.    This Second Supplemental Indenture modifies the Indenture and the Notes.The Indenture as so modified shall be read, taken and construed as one and the same instrument, andas such shall continue in full force and effect. Every Holder of Notes heretofore or hereafterauthenticated and delivered under the Indenture shall be bound by the terms and provisions of thisSecond Supplemental Indenture regardless of whether or not any notation relating to themodification contained herein appears on the Note.       SECTION 9.    This Second Supplemental Indenture may be executed in any number ofcounterparts, each of which so executed shall be deemed to be an original, but all of suchcounterparts shall together constitute but one and the same instrument.       SECTION 10.    As provided in Section 16.04 of the Indenture, this Second SupplementalIndenture shall be construed in accordance with and governed by the internal laws of the State ofNew York.       SECTION 11.    U.S. Bank National Association hereby accepts the modification of theIndenture hereby affected and the trust in this Second Supplemental Indenture declared andprovided, upon the terms and conditions hereinabove set forth.

 
     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to beduly executed as of the day and year first above written.       **APRIA HEALTHCARE GROUP INC.,**a  Delaware corporation       By: /s/ Chris A. Karkenny                Name: Chris A. Karkenny           Title: Executive Vice President and  Chief Financial Officer       **U.S. BANK NATIONAL ASSOCIATION**, as  Trustee         By: /s/ Richard Prokosch               Name: Richard Prokosch          Title: Vice President*[Signature Page to Second Supplemental Indenture]*