Exhibit 10.1
 [EXECUTION COPY]
   CREDIT AGREEMENT
  APRIA HEALTHCARE GROUP INC.   THE LENDERS IDENTIFIED HEREIN,
 BANC OF AMERICA BRIDGE LLC,
 BARCLAYS CAPITAL
 WACHOVIA CAPITAL MARKETS, LLC,
   BANC OF AMERICA SECURITIES LLC   WACHOVIA CAPITAL MARKETS, LLC
 BANC OF AMERICA SECURITIES LLC   WACHOVIA CAPITAL MARKETS, LLC   BARCLAYS CAPITAL,




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##### 



PageSECTION 1 DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.1
    
    
    Definitions
    
    
    11.2
    
    
    Computation of Time Periods and Other Definitional Provisions
    
    
    321.3
    
    
    Accounting Terms
    
    
    33SECTION 2 CREDIT FACILITY
    
    
    332.1
    
    
    Loans
    
    
    33SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS
    
    
    353.1
    
    
    Default Rate
    
    
    353.2
    
    
    [Intentionally Omitted]
    
    
    353.3
    
    
    Prepayments
    
    
    353.4
    
    
    Termination of Committed Amount
    
    
    363.5
    
    
    Fees
    
    
    363.6
    
    
    [Intentionally Omitted]
    
    
    363.7
    
    
    [Intentionally Omitted]
    
    
    363.8
    
    
    [Intentionally Omitted]    
    
    363.9
    
    
    [Intentionally Omitted]
    
    
    363.10
    
    
    [Intentionally Omitted]
    
    
    363.11
    
    
    Taxes
    
    
    363.12
    
    
    [Intentionally Omitted]
    
    
    393.13
    
    
    Pro Rata Treatment
    
    
    393.14
    
    
    Sharing of Payments
    
    
    393.15
    
    
    Payments, Computations, Etc.
    
    
    403.16
    
    
    Evidence of Debt
    
    
    41SECTION 4 [Intentionally Omitted]
    
    
    43SECTION 5 CONDITIONS
    
    
    435.1
    
    
    Closing Conditions
    
    
    435.2
    
    
    Conditions to all Extensions of Credit
    
    
    45SECTION 6 REPRESENTATIONS AND WARRANTIES
    
    
    466.1
    
    
    Financial Condition.
    
    
    466.2
    
    
    No Material Change
    
    
    466.3
    
    
    Organization and Good Standing.
    
    
    466.4
    
    
    Power; Authorization; Enforceable Obligations
    
    
    476.5
    
    
    No Conflicts
    
    
    476.6
    
    
    No Default
    
    
    476.7
    
    
    Ownership.
    
    
    486.8
    
    
    Litigation.
    
    
    486.9
    
    
    Taxes
    
    
    486.10
    
    
    Compliance with Law
    
    
    48




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##### 



Page6.11
    
    
    ERISA
    
    
    486.12
    
    
    Subsidiaries
    
    
    496.14
    
    
    Purpose of Loans
    
    
    506.15
    
    
    Environmental Matters
    
    
    506.16
    
    
    Intellectual Property
    
    
    516.17
    
    
    Disclosure
    
    
    526.18
    
    
    No Unusual Restrictions
    
    
    526.19
    
    
    Fraud and Abuse
    
    
    526.20
    
    
    Licensing and Accreditation
    
    
    52SECTION 7 AFFIRMATIVE COVENANTS
    
    
    537.1
    
    
    Information Covenants
    
    
    537.2
    
    
    Preservation of Existence and Franchises
    
    
    567.3
    
    
    Books and Records
    
    
    567.4
    
    
    Compliance with Law
    
    
    567.5
    
    
    Payment of Taxes and Other Indebtedness
    
    
    577.6
    
    
    Insurance
    
    
    577.7
    
    
    Maintenance of Property
    
    
    577.8
    
    
    Performance of Obligations
    
    
    577.9
    
    
    Use of Proceeds
    
    
    587.10
    
    
    Audits/Inspections
    
    
    58SECTION 8 NEGATIVE COVENANTS
    
    
    588.1
    
    
    Indebtedness
    
    
    588.2
    
    
    Liens
    
    
    628.3
    
    
    Nature of Business
    
    
    628.4
    
    
    Consolidation, Merger, Dissolution, etc.
    
    
    628.5
    
    
    Asset Dispositions
    
    
    638.6
    
    
    [Intentionally Omitted]
    
    
    648.7
    
    
    Restricted Payments
    
    
    648.8
    
    
    Transactions with Affiliates
    
    
    67SECTION 9 EVENTS OF DEFAULT
    
    
    699.1
    
    
    Events of Default
    
    
    699.2
    
    
    Acceleration; Remedies
    
    
    71SECTION 10 AGENT
    
    
    7110.1
    
    
    Appointment and Authority
    
    
    7110.2
    
    
    Rights as a Lender.
    
    
    7210.3
    
    
    Exculpatory Provisions
    
    
    7210.4
    
    
    Reliance by Agent
    
    
    7310.5
    
    
    Delegation of Duties
    
    
    7310.6
    
    
    Resignation of Agent
    
    
    7310.7
    
    
    Non-Reliance on Agent and Other Lenders
    
    
    7410.8
    
    
    No Other Duties, Etc.
    
    
    7410.9
    
    
    Agent May File Proofs of Claim.
    
    
    74




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PageSECTION 11 MISCELLANEOUS
    
    
    7511.1
    
    
    Notices
    
    
    7511.2
    
    
    Right of Set-Off
    
    
    7611.3
    
    
    Successors and Assigns
    
    
    7711.4
    
    
    No Waiver; Remedies Cumulative
    
    
    8011.5
    
    
    Payment of Expenses; Indemnification
    
    
    8011.6
    
    
    Amendments, Waivers and Consents
    
    
    8211.7
    
    
    Counterparts
    
    
    8311.8
    
    
    Headings
    
    
    8311.9
    
    
    Defaulting Lender
    
    
    8311.10
    
    
    Survival of Indemnification and Representations and Warranties
    
    
    8411.11
    
    
    Governing Law; Jurisdiction
    
    
    8411.12
    
    
    Waiver of Right to Trial by Jury
    
    
    8411.13
    
    
    Time
    
    
    8511.14
    
    
    Severability
    
    
    8511.15
    
    
    Entirety
    
    
    8511.16
    
    
    [Intentionally Omitted]
    
    
    8511.17
    
    
    Confidentiality
    
    
    8511.18
    
    
    Binding Effect; Termination of Credit Agreement; etc.
    
    
    8611.19
    
    
    USA PATRIOT Act Notice
    
    
    87




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SCHEDULES
 Schedule 2.1
    
    Lenders CommitmentsSchedule 6.8
    
    LitigationSchedule 6.12
    
    SubsidiariesSchedule 11.1
    
    Notices
 EXHIBITS
 Exhibit 2.1(c)
    
    Form of Notice of BorrowingExhibit 2.1(f)
    
    Form of NoteExhibit 7.1(c)
    
    Form of Compliance CertificateExhibit 11.3(b)
    
    Form of Assignment and Acceptance




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##### 



CREDIT AGREEMENT
 APRIA HEALTHCARE GROUP INC. Borrower BANC OF AMERICA BRIDGE LLC BARCLAYS CAPITAL BARCLAYS BANK PLC, and WACHOVIA
CAPITAL MARKETS, LLC
 RECITALS
 WHEREAS, Convertible Notes Indenture Convertible Notes
 WHEREAS, Repurchase Sept 2008 Put
Right Tax Payment
 WHEREAS Credit Facility
 NOW, THEREFORE, IN CONSIDERATION
 SECTION 1
 DEFINITIONS AND ACCOUNTING TERMS
 1.1 Definitions .
  Act
 Acquired Indebtedness
 1




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Acquisition
 Administrative Questionnaire
 Affiliate
 Agent
 Agent-Related Persons
 Agents Fee Letter
 Approved Fund
 Arrangers
 Asset Sale
 Average Life
 2




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Bank Facilities Bank Facilities
 Bank of America
 Bankruptcy Code
 Bankruptcy Event
 3




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Blackstone Acquisition
 Blackstone Acquisition Agreement
 Blackstone Acquisition Commitment Letter
 Blackstone Acquisition Debt
 Borrower
 Business Day
 Capital Contribution
 Capital Stock
 Capitalized Lease Obligations
 4




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##### 



Cash Equivalents Approved Bank
 Change of Control
 5




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Closing Date
 CMS
 Code
 Compliance Certificate
 Commitment
 Committed Amount
 Commitment Percentage
 Consolidated Coverage Ratio Transaction Date provided
 pro forma
 6




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##### 



pro forma provided
  provided however pro forma
 pro forma
  7




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Consolidated EBITDA
    provided
 Consolidated Fixed Charges
  8




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Consolidated Net Income
  pro rata
     9




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Consolidated Subsidiary
 Consolidation provided
 Consolidated Parties Consolidated Party
 Continuing Directors
 Contract Provider
 Convertible Notes
 Convertible Notes Indenture
 Credit Documents Credit Document
 Credit Facility
 10




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Credit Party Obligations
 Default
 Default Rate
 Defaulting Lender
 Delayed Draw Loan Delayed Draw Loans
 Delayed Draw Loan Availability Period
 Delayed Draw Loan Commitment
 Delayed Draw Loan Committed Amount
 Delayed Draw Loan Commitment Percentage
 Disqualified Capital Stock
 11




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##### 



provided however
 Dollars $
 Domestic Subsidiary
 Eligible Assignee
 Engagement Letter
 Environmental Claim
 Environmental Laws
 12




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##### 



et seq., et seq., et seq., et
seq., et seq., et seq., et seq., et seq., et seq., et seq., et seq.,
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 13




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Event of Default
 Event of Loss 
 Exempted Affiliate Transaction
 Existing Credit Agreement Existing
Credit Agreement
 14




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##### 



Existing Indebtedness
 Fair market value
 Federal Funds Rate
 Foreign Lender
 Foreign Subsidiary
 Foreign Subsidiary Credit Agreement Foreign
Subsidiary Credit Agreement
 15




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provided
 Fund
 GAAP
 Governmental Authority
 Hazardous Materials
 Indebtedness
       16




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provided
    Initial Loan Initial Loans
 17




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Initial Loan Availability Period
 Initial Loan Commitment
 Initial Loan Committed Amount
 Initial Loan Commitment Percentage
 Initial Lenders Initial Lender
 Interest Swap and Hedging Obligation
 Interest Payment Date
 Investment
   18




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Joint Bookrunners Joint Bookrunner
 Lender
 Lien
 Loan Loans
 Material Adverse Effect
 19




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Materials of Environmental Concern
 Maturity Date
 20




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Medicaid
 Medicaid Regulations
 Medical Reimbursement Programs
 Medicare
 Medicare Regulations HHS
 Moodys
 21




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Multiemployer Plan
 Multiple Employer Plan
 Net Cash Proceeds Qualified
Exchange
 Non-Recourse Indebtedness
 Note Notes
 22




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##### 



Exhibit 2.1(f)
 Notice of Borrowing
 Participation Interest
 PBGC
 Permitted Investments
   provided
      23




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##### 



provided
     Permitted Liens
     provided
 24




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##### 



provided
  provided
  (10)
    
    Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with the terms
of the Indenture;(11)
    
    Liens in favor of any Consolidated Party;(12)
    
    Liens securing reimbursement obligations with respect to commercial letters of credit which
solely encumber documents and other property relating to such letters of credit and products
and proceeds thereof;(13)
    
    Liens on the Equity Interests of Unrestricted Subsidiaries securing obligations of
Unrestricted Subsidiaries to the extent permitted by the terms of this Credit Agreement;(14)
    
    Liens on property existing at the time of acquisition of the property by the Borrower or any
of its Subsidiaries or renewals or replacement of such Liens in connection with the incurrence
of Refinancing Indebtedness in respect of Indebtedness secured by such Liens; provided
that such Liens were in existence prior to the contemplation of such acquisition;(15)
    
    Liens incurred or deposits made in the ordinary course of business in connection with
workers compensation, unemployment insurance and other types of social security;(16)
    
    Liens created or deposits made to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, government contracts, performance and return-of-money
bonds and other obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);
 25




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(17)
    
    any other Liens imposed by operation of law which do not materially affect the Borrowers
ability to perform the Credit Party Obligations;(18)
    
    judgment liens in respect of judgments that do not constitute an Event of Default so long as
such Liens are adequately bonded and any appropriate legal proceedings that may have been duly
initiated for the review of such judgment have not been fully terminated or the period within
which such proceedings may be initiated has not expired;(19)
    
    easements, rights-of-way, restrictions (including zoning restrictions), minor defects or
irregularities in the title and other similar charges or encumbrances not, in any material
respect, impairing the use or value of the encumbered property for its intended purposes;(20)
    
    leases or subleases granted to others not interfering any material respect with the business
of the Consolidated Parties;(21)
    
    normal and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;(22)
    
    Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on
items in the course of collection;(23)
    
    Liens of sellers of goods to any Consolidated Party arising under Article 2 of the Uniform
Commercial Code or similar provisions of applicable law in the ordinary course of business,
covering only the goods sold and securing only the unpaid purchase price for such goods and
related expenses;(24)
    
    Liens deemed to exist in connection with Investments in repurchase agreements included in
Cash Equivalents; and(25)
    
    Liens not otherwise permitted hereunder and securing Indebtedness (incurred in accordance
with Section 8.1) in an amount not to exceed $75,000,000 at any time outstanding.
 Person
 Plan
 Property
 26




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Preferred Stock
 Pro Forma pro forma
 Purchase Money Indebtedness
 Qualified Capital Stock
 Qualified Exchange
    Qualifying Bid
 Reference Period
 27




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Refinancing Indebtedness
  Refinancing Refinance Refinanced plus
 (i)
    
    the principal amount or, in the case of Disqualified Capital Stock, liquidation preference of
the Indebtedness (including Disqualified Capital Stock) so Refinanced and(ii)
    
    if such Indebtedness being Refinanced was issued with an original issue discount, the
accreted value thereof (as determined in accordance with GAAP) at the time of such
Refinancing;provided that (a) if the Indebtedness to be Refinanced is Indebtedness of the
Borrower (or the Borrower and another Person), only the Borrower (and such other Person, if
any) shall be the obligor under such Refinancing Indebtedness, (b) such Refinancing
Indebtedness shall (I) not have an Average Life shorter than the Indebtedness (including
Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (II) in
all respects, be no less contractually subordinated or junior, if applicable, to the rights
the Lenders than was the Indebtedness (including Disqualified Capital Stock) to be
Refinanced, (c) such Refinancing Indebtedness shall have a final stated maturity or
redemption date, as applicable, no earlier than the final stated maturity or redemption
date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so
Refinanced or, if sooner, 91 days after the Maturity Date, and (d) such Refinancing
Indebtedness shall be secured (if secured) in a manner no more adverse to the Lenders than
the terms of the Liens (if any) securing such refinanced Indebtedness, including, without
limitation, the amount of Indebtedness secured shall not be increased (except to the extent
set forth above).
 Register
 28




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Regulation T, U, or X
 Related Business
 Related Parties
 Reportable Event
 Repurchase
 Required Lenders
 Requirement of Law
 Responsible Officer
 Restricted Investment
 Restricted Payment
   29




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provided however
   S&P
 SEC
 Securities Act
 Securities Exchange Act
 Sept 2008 Put Right
 Single Employer Plan
 Social Security Act
 30




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Stark I and II
 Subordinated Indebtedness
 Subsidiary Subsidiary Subsidiary
 Taxes
 Tax Payment
 Total Assets
 Total Debt
 TRICARE
 Unrestricted Subsidiary provided
 31




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##### 



provided
 Voting Equity Interest
 Voting Stock
 Wholly Owned Subsidiary
 1.2 Computation of Time Periods and Other Definitional Provisions .
  32




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##### 



1.3 Accounting Terms .
 provided
 SECTION 2
 CREDIT FACILITY
 2.1 Loans .
 Initial Loan Commitment Initial Loans provided however TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) Initial Loan Committed Amount provided further
 Delayed Draw Loan Commitment Delayed Draw Loans provided however THIRTY MILLION DOLLARS
($30,000,000) Delayed Draw Loan Committed Amount provided further
 33




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Borrowings
 Notice of Borrowing Notice of
Borrowing Exhibit 2.1(c)
 Advances
 Repayment
 Interest
 Notes Exhibit 2.1(f)
 34




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SECTION 3
 GENERAL PROVISIONS APPLICABLE TO LOANS
 3.1 Default Rate .
 Default
Rate
   3.2 [Intentionally Omitted] .
 3.3 Prepayments .
 Voluntary Prepayments provided however
 Mandatory Prepayments
   35




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##### 



3.4 Termination of Committed Amount .
   3.5 Fees .
  3.6 [Intentionally Omitted] .
 3.7 [Intentionally Omitted] .
 3.8 [Intentionally Omitted] .
 3.9 [Intentionally Omitted] .
 3.10 [Intentionally Omitted] .
 3.11 Taxes .
 excluding Taxes
 36




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##### 



Other Taxes
       37




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##### 



provided however
   38




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##### 



3.12 [Intentionally Omitted] .
 3.13 Pro Rata Treatment .
  Loans
 Advances provided however
 3.14 Sharing of Payments .
  39




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##### 



3.15 Payments, Computations, Etc .
 Generally Schedule 2.1(a)
 Allocation of Payments After Event of Default
 40




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##### 



3.16 Evidence of Debt .
   41




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##### 



provided however
 3.17 Replacement of Affected Lenders .
 Replaced Lender Replacement Lender provided Exhibit 11.3(b)
 42




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##### 



SECTION 4
 [Intentionally Omitted]
 SECTION 5
 CONDITIONS
 5.1 Closing Conditions .
  Executed Credit Documents
 Corporate Documents
 Charter Documents
 Bylaws
 Resolutions
 Good Standing
 Incumbency
 43




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##### 



Opinions of Counsel
 Financial Statements
 Corporate Structure Schedule 6.12
 Litigation Schedule 6.8
 Officers Certificates Schedule 6.8
  Fees and Expenses
 Blackstone Acquisition Agreement and Blackstone Acquisition Commitment
Letter
 44




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##### 



Patriot Act
 5.2 Conditions to all Extensions of Credit .
      Schedule 6.8
   45




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##### 



SECTION 6
 REPRESENTATIONS AND WARRANTIES
  6.1 Financial Condition .
  6.2 No Material Change .
 Schedule 6.8
 6.3 Organization and Good Standing .
  46




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##### 



6.4 Power; Authorization; Enforceable Obligations .
  6.5 No Conflicts .
  6.6 No Default .
  47




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##### 



6.7 Ownership .
  6.8 Litigation .
 Schedule 6.8
 6.9 Taxes .
  6.10 Compliance with Law .
  6.11 ERISA .
  48




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##### 



6.12 Subsidiaries .
 Schedule 6.12 Schedule
6.12
 49




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##### 



6.13 Governmental Regulations, Etc .
   6.14 Purpose of Loans .
  6.15 Environmental Matters .
  Properties Businesses
 50




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##### 



6.16 Intellectual Property .
 Intellectual Property
 51




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##### 



6.17 Disclosure .
  6.18 No Unusual Restrictions .
  6.19 Fraud and Abuse .
  6.20 Licensing and Accreditation .
  52




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##### 



SECTION 7
 AFFIRMATIVE COVENANTS
  7.1 Information Covenants .
  Annual Financial Statements
 Quarterly Financial Statements
 53




---



##### 



Officers Certificate Exhibit 7.1(c)
 Operating Budget
 Auditors Reports
 Reports
 Notices
 54




---



##### 



ERISA
 Other Information
  55




---



##### 



Borrower Materials Platform Public Lender
 7.2 Preservation of Existence and Franchises .
  7.3 Books and Records .
  7.4 Compliance with Law .
  56




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##### 



7.5 Payment of Taxes and Other Indebtedness .
 provided however
 7.6 Insurance .
  7.7 Maintenance of Property .
  7.8 Performance of Obligations .
  57




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##### 



7.9 Use of Proceeds .
 Funding Proceeds Account
 7.10 Audits/Inspections .
  SECTION 8
 NEGATIVE COVENANTS
  8.1 Indebtedness .
  Incurrence
Date
 58




---



##### 



Debt Incurrence Ratio
  provided
        59




---



##### 



provided
  provided provided
  provided
  60




---



##### 



61




---



##### 



8.2 Liens .
  8.3 Nature of Business .
  8.4 Consolidation, Merger, Dissolution, etc .
  Surviving Person
   provided
  62




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##### 



8.5 Asset Dispositions .
 Asset Sale
  (i)
    
    used to make capital expenditures, to acquire property or
assets (other than notes, bonds, obligations and securities) which will be used
or useful in a Related Business of the Borrower or such Subsidiary (if it
continues to be a Subsidiary) or to acquire a controlling interest in a Person
engaged in a Related Business that thereupon becomes a Subsidiary, or(ii)
    
    used to retire Indebtedness secured by the asset which was the
subject of the Asset Sale, Indebtedness outstanding under the Bank Facilities
or a Foreign Subsidiary Credit Agreement;
    (i)
    
    The Borrower and any of its Subsidiaries may, in the ordinary course of business, (a)
liquidate Cash Equivalents and (b) liquidate securities that consist of shares of capital
stock that are traded on a nationally recognized stock exchange,
 63




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##### 



(ii)
    
    The Borrower and any of its Subsidiaries may convey, sell, transfer, assign or
otherwise dispose of assets pursuant to and in accordance with Section 8.4,(iii)
    
    The Borrower and any of its Subsidiaries may sell or dispose of damaged, worn out or
other obsolete property so long as such property is no longer necessary for the proper
conduct of its business or the business of such Subsidiary,(iv)
    
    The Borrower may convey, sell, transfer, assign or otherwise dispose of assets to any
Subsidiary and any of its Subsidiaries may convey, sell, transfer, assign or otherwise
dispose of assets to the Borrower or any other Subsidiary,(v)
    
    The Borrower and any of its Subsidiaries may exchange assets held by the Borrower or
such Subsidiaries for assets held by or Equity Interests of any Person or entity; provided
that (a) the assets received by the Borrower or such Subsidiaries in any such exchange will
immediately constitute, be a part of, or be used in, and, in the case of Equity Interests
of another Person, such Person is engaged solely in, a Related Business of the Borrower or
such Subsidiaries, (b) the board of directors of the Borrower has in good faith and acting
reasonably determined that the terms of any such exchange are fair and reasonable, and (c)
any such exchange shall be deemed to be an Asset Sale and the Borrower shall be required to
comply with the provisions of this Section 8.5 to the extent that the Borrower or any of
its Subsidiaries receives cash or Cash Equivalents in such exchange,(vi)
    
    Any of the Subsidiaries of the Borrower may issue their Equity Interests to the
Borrower or to another Subsidiary,(vii)
    
    Permitted Liens may be granted, and(viii)
    
    The Borrower and any of its Subsidiaries may make or liquidate any Restricted Payment or
Permitted Investment that is permitted by Section 8.7.
  8.6 [Intentionally Omitted] .
 8.7 Restricted Payments .
  (a)
    
    a Default or an Event of Default shall have occurred and be continuing,
 64




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##### 



(b)
    
    the Borrower is not permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt Incurrence Ratio, or(c)
    
    the aggregate amount of all Restricted Payments made by the Borrower and its
Subsidiaries, including after giving effect to such proposed Restricted Payment, on and
after the date hereof, would exceed, without duplication, the sum of
 plus
 plus
 plus
 plus
 Designation Date plus
 65




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##### 



plus
 plus
   pro rata
       provided
   66




---



##### 



8.8 Transactions with Affiliates .
 Affiliate
Transaction
    Limitation on Restricted Actions .
  provided
    67




---



##### 



provided
 provided
 provided
      68




---



##### 



SECTION 9
 EVENTS OF DEFAULT
 9.1 Events of Default .
 Event of Default
 Payment
   Representations
 Covenants
    69




---



##### 



Other Credit Documents
 [Intentionally Omitted]
 Bankruptcy, etc
 Defaults under Other Agreements
 Judgments
 ERISA
 70




---



##### 



Ownership
 9.2 Acceleration; Remedies .
  Termination of Commitments
 Acceleration
 Enforcement of Rights
  SECTION 10
 AGENT
 10.1 Appointment and Authority .
  71




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##### 



10.2 Rights as a Lender .
  10.3 Exculpatory Provisions .
   provided
    72




---



##### 



10.4 Reliance by Agent .
  10.5 Delegation of Duties .
  10.6 Resignation of Agent .
 provided
 73




---



##### 



10.7 Non-Reliance on Agent and Other Lenders .
  10.8 No Other Duties, Etc .
  10.9 Agent May File Proofs of Claim .
   74




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##### 



SECTION 11
 MISCELLANEOUS
 11.1 Notices .
 Notices Generally
    Electronic Communications
 75




---



##### 



provided
  Change of Address, Etc
 Reliance by Agent and Lenders
 11.2 Right of Set-Off .
  76




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##### 



11.3 Successors and Assigns .
 Successors and Assigns Generally ,
 Assignments by Lenders provided
   77




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Register Register
 78




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Participations Participant provided
  Limitations upon Participant Rights
 Certain Pledges provided
 Electronic Execution of Assignments
 79




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Special Purpose Funding Vehicles Granting Lender SPC provided
 11.4 No Waiver; Remedies Cumulative .
  11.5 Payment of Expenses; Indemnification .
 Costs and Expenses
 80




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Indemnification by the Borrower provided
 Reimbursement by Lenders provided
 81




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Waiver of Consequential Damages, Etc
 Payments
 Survival
 11.6 Amendments, Waivers and Consents .
    provided however
 82




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provided further
 11.7 Counterparts .
  11.8 Headings .
  11.9 Defaulting Lender .
  83




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provided
 11.10 Survival of Indemnification and Representations and Warranties .
  11.11 Governing Law; Jurisdiction .
 provided
  11.12 Waiver of Right to Trial by Jury .
 84




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11.13 Time .
  11.14 Severability .
  11.15 Entirety .
  11.16 [Intentionally Omitted]
 11.17 Confidentiality .
  85




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Information provided
 11.18 Binding Effect; Termination of Credit Agreement; etc .
 provided
   86




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11.19 USA PATRIOT Act Notice .
 Act
  87




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BORROWER :
 APRIA HEALTHCARE GROUP INC.,
a Delaware corporationBy:
    /s/ Lawrence M. HigbyName:
    Lawrence M. HigbyTitle:
    Chief Executive Officer




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ADMINISTRATIVE AGENT :
 BANC OF AMERICA BRIDGE LLC,
in its capacity as Administrative AgentBy:
    /s/ David H. StrickertName:
    David H. StrickertTitle:
    Senior Vice President 2




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LENDERS :
 BANK OF AMERICA BRIDGE LLC
in its capacity as LenderBy:
    /s/ John McCuskerName:
    John McCuskerTitle:
    Managing Director 3




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WACHOVIA INVESTMENT HOLDINGS, LLC,
as a LenderBy:
    /s/ Charles C. EdwardsName:
    Charles C. EdwardsTitle:
    Director 4




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BARCLAYS BANK PLC,
as a LenderBy:
    /s/ Philip CapparisName:
    Philip CapparisTitle:
    Director 5