Exhibit 4.1






Exhibit 4.1




APRIA HEALTHCARE GROUP INC.




AND




U.S. BANK NATIONAL ASSOCIATION,




as Trustee




 






SECOND SUPPLEMENTAL INDENTURE




Dated as of October 28, 2008




SUPPLEMENTING AND AMENDING




THE




INDENTURE




Dated as of August 20, 2003




 






3-3/8% Convertible Senior Notes due 2033




 









 




2

      
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of October
28, 2008 between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and
U.S. Bank National Association, as trustee (the “Trustee”).




RECITALS OF THE COMPANY




             A.  The Company has heretofore executed and delivered to the Trustee (i) an
Indenture, dated as of August 20, 2003 (the “Original Indenture”), providing for the
issuance from time to time of the Company’s 3-3/8% Convertible Senior Notes due 2033 (herein called
the “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 “Merger
Agreement”), by and among Sky Acquisition LLC, a Delaware limited liability company, the
Company and Sky Merger Sub Corporation, a Delaware corporation (“Merger Sub”), pursuant to
which Merger Sub will merge with and into the Company, with the Company being the surviving
corporation following the merger (the “Merger”).



             C.  Section 15.06 of the Indenture provides that upon the occurrence of a merger
of the Company, such as the Merger, as a result of which holders of Common Stock shall be entitled
to receive stock, other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, the Company or the successor or purchasing person, as the case
may be, shall execute with the Trustee a supplemental indenture providing that a holder’s right to
convert a Note into Common Stock shall be changed to a right to convert a Note into the kind and
amount of shares of stock, other securities or other property or assets (including cash) which such
holder would have been entitled to receive upon such merger had such Notes been converted into
Common Stock immediately prior to such merger.



             D.  Section 11.01 of the Indenture provides that the Company, when authorized by
the 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 of
any 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 the
requirements of Section 15.06 .



             E.  The Board of Directors of the Company has duly authorized this Second
Supplemental Indenture by resolutions (certified and delivered as provided in the Indenture), and
the Company has provided the Trustee with an Officers’ Certificate and an Opinion of Counsel each
in the form contemplated by the Indenture and stating that all conditions precedent provided for in
the 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 shall
have 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 following
new definitions in appropriate alphabetical order:



                  “‘Merger’ has the meaning set forth in the recitals to the Second Supplemental
Indenture.”





     “‘Second Supplemental Indenture’ means the Second Supplemental Indenture dated as of October
28, 2008 supplementing and amending the Indenture, as supplemented and amended by the First
Supplemental Indenture.”




     SECTION 3.    Effect of the Merger. In accordance with Section 15.06 of the
Indenture, from and after the effective time of the Merger, the Notes shall no longer be
convertible into shares of the Common Stock of the Company but instead each $1,000.00 aggregate
principal amount of Notes shall be convertible solely into cash in the amount of $602.39 (which
amount is equal to the product of (x) $21.00 (the per share price paid in connection with the
Merger) multiplied by (y) 28.6852 (the Conversion Rate in effect immediately prior
to the effective time of the Merger)).   




     SECTION 4.    The Trustee assumed no duties, responsibilities or liabilities by reason
of this Second Supplemental Indenture other than as set forth in the Indenture, and this Second
Supplemental Indenture is executed and accepted by the Trustee subject to all terms and conditions
of its acceptance of the Trust under the Indenture, as fully as if said conditions were hereby set
forth at length. Without limiting the generality of the foregoing, the Trustee assumed no
responsibility as to the validity of this Second Supplemental Indenture.




      SECTION 5.    This Second Supplemental Indenture and the amendments contemplated hereby
shall become effective on the date this Second Supplemental Indenture is executed by the Company
and the Trustee pursuant to 11.01 of the Indenture.




     SECTION 6.    The Company and the Trustee shall cooperate with one another and shall
execute such other and further documents as may be reasonably necessary or proper for the
effectuation of the provisions of this Second Supplemental Indenture.



 









 





4

       SECTION 7.    In case any provision of this Second Supplemental Indenture shall be
determined invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining 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, and
as such shall continue in full force and effect. Every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound by the terms and provisions of this
Second Supplemental Indenture regardless of whether or not any notation relating to the
modification contained herein appears on the Note.



       SECTION 9.    This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.



       SECTION 10.    As provided in Section 16.04 of the Indenture, this Second Supplemental
Indenture shall be construed in accordance with and governed by the internal laws of the State of
New York.



       SECTION 11.    U.S. Bank National Association hereby accepts the modification of the
Indenture hereby affected and the trust in this Second Supplemental Indenture declared and
provided, upon the terms and conditions hereinabove set forth.












 





     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly 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]