Exhibit 10.2

Apria Healthcare Group
Inc.26220 Enterprise CourtLake Forest, CA 92630

November 7, 2005

Re: Accelerated
Share Repurchase

Ladies and Gentlemen:

This letter (the
Letter Agreement) sets forth the agreement we have reached with respect to a
transaction between Citibank, N.A. (Citibank), acting through Citigroup Global
Markets Inc.
#147;CGMI) as agent (collectively with Citibank,
Citigroup), and Apria Healthcare Group Inc. (the Company) in
relation to shares of the Companys common stock, par value $0.001 per share (the
Common Stock).          

                  THE  COUNTERPARTY  TO THE COMPANY IN THIS  TRANSACTION  IS  CITIBANK,  N.A.  WHICH IS NOT  REGISTERED  AS A
BROKER-DEALER  UNDER THE  SECURITIES  EXCHANGE ACT OF 1934.  CITIGROUP  GLOBAL  MARKETS INC. IS ACTING AS AGENT FOR CITIBANK,
N.A. IN CONNECTION WITH THIS TRANSACTION.

I.      
Definitions

As used in this Letter
Agreement, the following terms shall have the following meanings:

Additional
Make-Whole Amount has the meaning specified in Section V(c)(ii).

Citigroup
means Citibank and/or CGMI.

Delta means,
for any record date, (a) the Number of Initial Shares, minus (b) the product of (i) the
Number of Initial Shares and (ii) a fraction, the numerator of which is the number of
Trading Days during the period beginning with the Pricing Period Commencement Date, to but
excluding such record date, and the denominator of which is the maximum number of Trading
Days in the Pricing Period.

Dividend Event
Termination has the meaning specified in Section VII(b).

Disrupted Day
means a Trading Day on which a Market Disruption Event occurs.

Dividend
Amount means, subject to adjustment in accordance with Section VIII, an amount equal
to the sum, for each ex-date for dividends on the Common Stock that occurs during the
Pricing Period, of the Expected Dividend Amount multiplied by the Delta on the related
record date.

Dividend Interest
Amount means, for each Dividend Amount, interest on such Dividend Amount for the
period from and including relevant dividend payment date to but excluding the first
Settlement Day following the Pricing Period at a per annum rate equal to LIBOR, determined
on an Actual/360 basis.

Exchange Act
means the Securities Exchange Act of 1934, as amended.

Exchange means
the New York Stock Exchange (NYSE) or any successor exchange.

Expected Dividend
Amount has the meaning specified in Section VII(a).

Initial Share
Price has the meaning specified in Section II.

LIBOR means
the rate per annum for U.S. dollar LIBOR appearing on Telerate Page 3750 or any
replacement of that page, two London Banking Days prior to the start of a relevant period;
provided that if the rate cannot be so determined, it shall be determined by linear
interpolation if the relevant period does not correspond exactly to a period for which
rates appear on Telerate Page 3750 or its replacement.

London Banking
Day means any day on which commercial banks are open for general business (including
dealings in foreign exchange and foreign currency deposits) in London.

Loss has the
meaning specified in Section X(a).

Loss Notice
has the meaning specified in Section X(a).

Make-Whole
Amount has the meaning specified in Section V(c)(ii).

Market Disruption
Event means any (i) suspension of or limitation imposed on trading by any exchange
or market on which the Common Stock is listed for trading or (ii) event that disrupts or
impairs (in the reasonable business judgment of Citigroup) the ability of Citibank or
market participants in general to effect transaction in, or obtain market values for, the
shares of Common Stock or futures or options contracts relating to the Common Stock.

Number of Initial
Shares has the meaning specified in Section II.

Payment Shares
has the meaning specified in Section V(a)(ii).

Pricing Period means
the period commencing on the Pricing Period Commencement Date and ending on the Pricing
Period Termination Date; provided that the Pricing Period may be extended by Citibank upon
the occurrence of a Market Disruption Event.

Pricing
Period Commencement Date means November 8, 2005.

Pricing Period
Termination Date means the earlier of (a) the Scheduled Pricing Period Termination
Date, or (b) the Trading Day immediately preceding any Trading Day on which Citibank shall
notify the Company, prior to the close of regular trading on the Exchange on such Trading
Day, of its intention to terminate the Pricing Period.

Prospectus has
the meaning specified in Section VI(a).

Purchase Date
has the meaning specified in Section II.

Refund Shares has
the meaning specified in Section V(a)(i).

Registration
Statement has the meaning specified in Section VI(a).

Remaining Share
Amount for any Trading Day equals (i) the Number of Initial Shares, minus (ii) the
cumulative number of shares of Common Stock that Citigroup has repurchased to cover its
short position in respect of this transaction. For the avoidance of doubt, such shares
shall be considered repurchased by Citigroup as of their respective Settlement Days.

Rule 10b-18
has the meaning specified in Section III.

SEC has the meaning
specified in Section VI(e)(iii).

Scheduled Pricing
Period Termination Date means April 7, 2006.

Securities Act
means the Securities Act of 1933, as amended.

Settlement
Amount means (i) the product of (x) the Number of Initial Shares and (y) the Initial
Share Price minus the Sub-VWAP Price, plus (ii) the sum of all Dividend Amounts hereunder,
plus (iii) the sum of all Dividend Interest Amounts hereunder.

Settlement Day
means any day that is not a Saturday, a Sunday or a day on which banking institutions or
trust companies in the City of New York are authorized or obligated by law or executive
order to close. A Settlement Day corresponds to a Trading Day if it is the day
for settlement of regular-way transactions entered into on that Trading Day.

Share Cap
means, as of any date of determination, ten (10) times the Number of Initial Shares minus
the number of shares of Common Stock delivered by the Company to Citigroup on or prior to
such date hereunder (in each case subject to adjustment pursuant to Section VIII).

Sub-VWAP Price
means the average of the VWAPs for all Trading Days in the Pricing Period minus $0.42.

Trading Day
means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which
the Exchange is open for trading during its regular trading session, notwithstanding the
Exchange closing prior to its scheduled closing time.

Valuation
Fraction means a fraction, the numerator of which is one and the denominator of
which is the number of Trading Days in the Valuation Period.

Valuation
Period means a period of up to 60 Trading Days, the actual number to be determined
in good faith by Citigroup in consultation with the Company on the business day that the
Company provides notice to Citigroup that it intends to deliver or receive Common Stock in
settlement of this transaction. The Valuation Period shall (subject to the occurrence of a
Market Disruption Event) commence (i) on the first Trading Day immediately following the
final day of the Pricing Period, (ii) in the case of an additional Valuation Period
as described in Section V(c)(ii), on the Trading Day following the Trading Day the
additional Payment Shares are delivered to Citigroup; provided that if in the case
of clause (i) Citigroup determines that resale by it of Payment Shares would constitute a
distribution for purposes of Regulation M under the Exchange Act (Regulation
M), on the first Trading Day immediately following the restricted period
(as defined under Regulation M) measuring such restricted period from the final day of the
Pricing Period; provided, further, this delay in commencement of the
Valuation Period shall not apply in the event that the Shares constitute excepted
securities as defined in Rule 101(c) of Regulation M.

Valuation Share
Amount means, for any Trading Day, the quotient of (i) the Valuation Fraction
multiplied by the absolute value of the portion of the Settlement Amount elected by the
Company to be paid in shares of Common Stock, divided by (ii) the closing price for the
immediately preceding Trading Day.

VWAP means,
for any Trading Day, the volume weighted average price per share of Common Stock, as
determined by Citibank, for all transactions in the shares of Common Stock on the Exchange
as of the end of regular trading hours on such Trading Day as reported by Bloomberg, L.P
(Bloomberg) or (i) if such price is not reported by Bloomberg, then as
reported by another recognized source selected by Citibank on such Trading Day or (ii) if
the shares of Common Stock cease to be listed on a national securities exchange or
included in a quotation system, then the current market price per share of Common Stock on
such Trading Day, as determined by Citibank in a commercially reasonable manner, in each
case.

II.     
Initial Shares

Citigroup will hedge this
transaction by entering into a short sale of 7,337,526 shares of Common Stock (the
Number of Initial Shares) at a price of $23.83 per Initial Share (the
Initial Share Price) on November 7, 2005 (the Purchase Date). Such
hedge shall be effected in accordance with Citigroups customary procedures.

III.     
Citigroup Purchases
and the Pricing Period

During the Pricing Period,
Citigroup will purchase shares of Common Stock to cover all or a portion of such short
sale. Citigroup intends to effect such purchases of Common Stock in a manner that
Citigroup believes in its reasonable discretion is in compliance with all applicable
securities laws. Notwithstanding the foregoing, Citigroup shall not be required to
purchase any shares of Common Stock, or may purchase a number of shares of Common Stock
that is less than the Number of Initial Shares. Citigroup intends to effect purchases of
Common Stock during the Pricing Period in a size that does not exceed, for any Trading
Day, the volume limitations for purchases of Common Stock by the Company contained in Rule
10b-18 under the Exchange Act (Rule 10b-18).

The Company is entering into this Letter Agreement and
each transaction hereunder in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5- 1. It is the intent of the parties that each transaction
entered into under this Letter Agreement comply with the requirements of Rule 10b5-
1(c)(l) and (2) and each transaction entered into under this Letter Agreement shall be
interpreted to comply with the requirements of Rule 10b5-l(c). The Company agrees that it
will not seek to control or influence Citigroup to make purchases or sales
(within the meaning of Rule 10b5-1(c)(l)(i)(B)(3)) under any transaction entered into
under this Letter Agreement, including, without limitation, Citigroups decision to
enter into any hedging transactions.

IV.      
Company Purchases

The Company shall not
purchase any shares of Common Stock on the open market, or enter into any accelerated
share repurchase program, or any derivative share repurchase transaction, or other similar
transaction, during the Pricing Period and thereafter until all payments or deliveries of
shares pursuant to Section V below have been made. During such time, any purchases of
Common Stock by the Company shall be made through Citigroup, subject to such reasonable
conditions as Citigroup shall impose, and in compliance with Rule 10b-18 or otherwise in a
manner that the Company and Citigroup believe is in compliance with applicable
requirements.

V.      
Pricing Adjustment and Settlement

(a)     
          After the expiration of the Pricing Period,

(i)     
          if the Settlement Amount is greater than zero, Citigroup shall make a cash
          payment to the Company in an amount equal to the Settlement Amount or, if the
          Company so elects pursuant to Section V(b) and (c), in lieu of such full cash
          payment Citigroup shall (A) transfer to the Company through its agent, for no
          additional consideration, a number of shares of Common Stock equal to the
          portion of the Settlement Amount elected by the Company to be paid in shares of
          Common Stock divided by the weighted average price at which Citigroup purchases
          shares of Common Stock during the Valuation Period (the Refund
          Shares) and (B) make a cash payment to the Company in an amount equal to
          the portion of the Settlement Amount elected by the Company to be paid in cash,
          if any, and

(ii)     
          if the Settlement Amount is less than zero, the Company shall make a cash
          payment to Citigroup in an amount equal to the absolute value of the Settlement
          Amount or, if the Company so elects pursuant to Section V(b) and (c) and Section
          VI, in lieu of such full cash payment the Company shall either (A) transfer
          to Citibank through its agent, for no additional consideration, a number of
          shares of Common Stock equal to the sum of the Valuation Share Amounts for each
          of the Trading Days in the Valuation Period (the Payment Shares);
          provided that in no event shall the Company be required to deliver a number of
          shares of Common Stock that exceeds the Share Cap or (B) (1) transfer to
          Citibank through its agent, for no additional consideration, the Payment Shares;
          provided that in no event shall the Company be required to deliver a number of
          shares of Common Stock that exceeds the Share Cap and (2) make a cash payment to
          Citibank in an amount equal to the portion of the Settlement Amount elected by
          the Company to be paid in cash, if any.

(b)     
          The Company shall notify Citigroup in writing of its election (i) to
          receive the Settlement Amount as (A) Refund Shares or (B) a combination of
          Refund Shares and cash, in either case in lieu of receiving a full cash payment
          or (ii) to pay the absolute value of the Settlement Amount by delivery of
          (A) Payment Shares or (B) a combination of Payment Shares and cash, in
          either case in lieu of making a full cash payment; such notification to be made
          by the Company at least ten Trading Days prior to the final Trading Day of the
          Pricing Period. The failure to make such election and notify Citigroup in
          accordance with the preceding sentence shall constitute an irrevocable election
          by the Company to make or receive a cash payment as settlement. Cash payments
          shall be made on the second Trading Day following the end of the Pricing Period.

(c)     
          Delivery of Refund Shares or Payment Shares shall be made as follows:

(i)     
          if Refund Shares are to be transferred to the Company, Citigroup shall deliver
          the shares to the Company on the fourth Trading Day following the last day of
          the Valuation Period; and

(ii)     
          if Payment Shares are to be transferred to Citigroup, the Company shall deliver
          to Citigroup on each Settlement Day corresponding to a Trading Day in the
          Valuation Period a number of Payment Shares equal to the Valuation Share Amount
          for such Trading Day; provided that, if Citigroup concludes, in its reasonable
          discretion, that a transfer of Payment Shares on a Trading Day will, on such
          day, cause Citigroups aggregate holding of the Common Stock to exceed 4.9%
          of the outstanding shares of the Common Stock (the Stock Threshold)
          then (i) the Company will defer the transfer of any Payment Shares in excess of
          the Stock Threshold to the next following Trading Day provided that such
          transfer would not cause Citigroup to exceed the Stock Threshold. In the event
          the procedures of the previous sentence apply, Citigroup may extend the number
          of Trading Days in the Valuation Period. Citigroup may, but shall not be
          obligated to, resell Payment Shares during the Valuation Period. To the extent
          that Citigroup elects not to resell Payment Shares during the Valuation Period,
          no adjustment shall be made in the number or value of those Payment Shares or to
          the Settlement Amount paid through such Payment Shares. In the event that
          Citigroup chooses to resell the Payment Shares during the Valuation Period,
          then, if the proceeds from the sale of the Payment Shares (net of brokerage
          costs) exceed the absolute value of the Settlement Amount elected by the Company
          to be paid in Payment Shares (or if less than all of the Payment Shares are
          resold, the applicable pro rata portion of such amount), Citigroup shall refund
          in cash to the Company an amount equal to such excess by the close of business
          on the third Trading Day following the last day of the Valuation Period. In the
          event that the proceeds of such sales (net of brokerage costs) are less than the
          absolute value of the Settlement Amount elected by the Company to be paid in
          Payment Shares (or if less than all of the Payment Shares are resold, the
          applicable pro rata portion thereof), Citigroup shall provide notice thereof to
          the Company and the Company shall, by the close of business on the third Trading
          Day following the last day of the applicable Valuation Period, at the
          Companys option, either (A) pay in cash an amount equal to such
          deficit (the Make-Whole Amount) or (B) deliver to Citigroup a
          number of additional Payment Shares equal to (x) the Make-Whole Amount
          divided by (y) the closing price of the Common Stock on the Exchange on the
          final day of the applicable Valuation Period; provided, however,
          that in no event shall the Company be required to deliver a number of shares of
          Common Stock that exceeds the Share Cap.

Upon delivery of
additional Payment Shares, an additional Valuation Period shall apply to the shares so
delivered. To the extent that Citigroup elects not to resell the additional Payment Shares
during the additional Valuation Period, then no further adjustment shall be made in the
number or value of those additional Payment Shares or to the Make-Whole Amount paid
through such additional Payment Shares. In the event that Citigroup chooses to resell the
additional Payment Shares delivered to Citigroup in payment of the Make-Whole Amount
during the additional Valuation Period, then, if the proceeds from the sale of such
additional Payment Shares (net of brokerage costs) exceed the Make-Whole Amount (or the
applicable pro rata portion thereof), Citigroup shall refund in cash to the Company an
amount equal to such excess by the close of business on the third Trading Day following
the last day of the additional Valuation Period. In the event that the proceeds of all
such sales (net of brokerage costs) are less than the Make-Whole Amount (or the applicable
pro rata portion thereof), Citigroup shall provide notice thereof to the Company and the
Company shall, by the close of business on the third Trading Day following the last day of
the applicable Valuation Period, at the Companys option, either (A) pay in cash
an amount equal to such deficit (an Additional Make-Whole Amount) or
(B) deliver to Citigroup a number of additional Payment Shares equal to (x) the
Additional Make-Whole Amount divided by (y) the closing price of the Common Stock on the
Exchange on the final day of the applicable Valuation Period; provided,
however, that in no event shall the Company be required to deliver a number of
shares of Common Stock that exceeds the then applicable Share Cap. The provisions of this
paragraph shall be applied successively until the aggregate proceeds (net of brokerage
costs) received by Citigroup equal the Make-Whole Amount (or the applicable pro rata
portion thereof).

(d)     
          During any Valuation Period, Citigroup shall have the discretion to control the
          sale of Payment Shares or the purchase of Refund Shares, as the case may be,
          including without limitation the right to control the time, manner, and volume
          of such sales or purchases. Prior to the close of business in New York on any
          day in the Valuation Period in which Payment Shares have been sold or Refund
          Shares purchased, Citigroup will advise the Company, in a notice sent to the
          Company by telecopier, of the number of shares sold or purchased on such day and
          the prices obtained in such transactions. The Company represents and warrants,
          as of each Trading Day in a Valuation Period for which the Company has elected
          to receive Refund Shares, that each of its filings under the Securities Act, the
          Exchange Act or other applicable securities laws that are required to be filed
          have been filed and that, as of the date of this representation, there is no
          misstatement of material fact contained therein or omission of a material fact
          required to be stated therein or necessary to make the statements therein not
          misleading in the circumstances under which made.

VI.      
Payment Shares

The following provisions
are applicable if the Company elects to deliver Payment Shares pursuant to Sections V or X
of this Letter Agreement:

(a)     
          The Company agrees to take all actions within its control, including, without
          limitation, the procedures set forth in Annex A, to make available to Citigroup
          and its affiliates an effective registration statement under the Securities Act
          and one or more prospectuses as necessary to allow Citigroup and its affiliates
          to comply with the applicable prospectus delivery requirements (the
          Prospectus) for the resale by Citigroup and its affiliates of the
          shares of Common Stock delivered by the Company hereunder (the
          Registration Statement), such Registration Statement to be effective
          and Prospectus to be current on each Trading Day in any Valuation Period and
          until all such resales by Citigroup (or its affiliates) have been settled. It is
          understood that the Registration Statement and Prospectus may cover a number of
          shares of Common Stock equal to all shares to be delivered by the Company
          hereunder. Citigroup shall provide, by a reasonable time in advance, such
          information regarding Citigroup and its affiliates as shall be required to be
          included in the Prospectus. The Company shall pay the applicable registration
          fee and all costs in connection with the preparation of the Registration
          Statement and the Prospectus including, without limitation, the cost of printing
          the Prospectus. In addition, the Company agrees to take all actions set forth in
          Annex B and otherwise to take such actions reasonably requested by Citigroup to
          facilitate the disposition of the Payment Shares.

(b)     
          The Company represents, on each day described in subsection (a), that each of
          its filings under the Securities Act, the Exchange Act or other applicable
          securities laws that are required to be filed have been filed and that, as of
          the date of this representation and as supplemented by any information provided
          by the Company to Citigroup in connection with sales on a private placement
          basis pursuant to subsection (e) below, there is no misstatement of material
          fact contained therein or omission of a material fact required to be stated
          therein or necessary to make the statements therein not misleading.

(c)     
          The Company agrees to provide to Citigroup and its affiliates on (or, if
          requested by Citigroup, reasonably in advance of) the final Trading Day of the
          Pricing Period or other date the number of shares of Common Stock to be
          delivered is determined, opinions of counsel, comfort letters, officers
          certificates and such other documents as may be reasonably requested by
          Citigroup. The Company also agrees that Citigroup and its affiliates shall be
          entitled to perform such diligence as Citigroup may reasonably request in
          advance of such date and the results thereof must be reasonably satisfactory to
          Citigroup. The Company agrees to reimburse Citigroup for all reasonable
          out-of-pocket expenses it incurs in connection with such diligence and otherwise
          in connection with the preparation of the Registration Statement and Prospectus
          (or any offering document for sales on a private placement basis pursuant to
          subsection (e) below), including, without limitation, the reasonable fees and
          expenses of one outside counsel to Citigroup incurred in connection therewith.

(d)     
          The Company shall, prior to the start of the applicable Valuation Period, enter
          into an agreement (the Transfer Agreement) with Citigroup in
          connection with the public resale of the Payment Shares by Citigroup or its
          affiliates substantially similar to underwriting agreements entered into by
          Citigroup with respect to equity securities; the Transfer Agreement shall
          include, without limitation, provisions substantially similar to those contained
          in such underwriting agreements relating to the indemnification of, and
          contribution in connection with the liability of, Citigroup and its affiliates.

(e)     
          If on any date during the period referred to in subsection (a) the requirements
          of subsection (a), (c) or (d) are not satisfied (determined without regard to
          whether the cause is within the control of the Company) or the representations
          and warranties contained herein with respect to the Company (including, without
          limitation, in subsection (b)) are not true and correct,

(i)     
          the Company shall immediately notify Citigroup thereof;

(ii)     
          (A) Citigroup shall be entitled to cease selling shares of Common Stock pursuant
          to the Registration Statement; and (B) if the Registration Statement is not
          effective on such date or a stop order suspending the effectiveness of the
          Registration Statement has been issued or proceedings for that purpose have been
          instituted or threatened, or if the representations and warranties contained in
          subsection (b) are not true and correct, and in any such case the Company so
          requests, Citigroup shall cease selling shares of Common Stock pursuant to the
          Registration Statement; and

(iii)     
          if Citigroup ceases selling shares of Common Stock pursuant to clause (ii), the
          Company shall, at its election, (A) purchase from Citigroup any shares of
          Common Stock delivered to Citigroup hereunder that remain unsold for an amount
          in the aggregate that equals the difference between the absolute value of the
          Settlement Amount and any proceeds (net of brokerage costs) received by
          Citigroup (or an affiliate of Citigroup) from resales of shares of Common Stock
          delivered to Citigroup by the Company hereunder; or (B) direct Citigroup
          and its affiliates, in a commercially reasonable manner (or absent any such
          election by the Company, Citigroup and its affiliates shall be entitled) to sell
          Shares received from the Company hereunder as otherwise provided hereunder on a
          private placement basis in compliance with the Securities Act, and the rules and
          regulations of the Securities and Exchange Commission (the SEC)
          promulgated thereunder; provided that if clause (B) applies, the Company shall
          perform its obligations under subsection (c) and shall cause its representations
          in subsection (b) to be true and correct. If shares are so sold, the Company
          shall deliver, promptly upon request from Citigroup, the number of shares of
          Common Stock Citigroup determines in a commercially reasonable manner is
          adequate to realize aggregate actual proceeds (net of brokerage costs) equal to
          the absolute value of the applicable Settlement Amount, and the Companys
          obligation to deliver Shares under this subsection (e) shall be a continuing one
          until Citigroup or its affiliates have received actual net proceeds equal to
          such amount; provided, however, that in no event shall the Company be required
          to deliver a number of shares of Common Stock that exceeds the Share Cap.
          Citigroup and its affiliates shall be entitled to disclose any material
          non-public information regarding the Company in their possession to prospective
          purchasers in such a private placement, provided that any such purchaser agrees
          with Citigroup to maintain such information on a confidential basis.

VII.     
Dividend Event

(a)     
          Expected Dividend Amount. If 100% of the aggregate gross cash dividends
          per share of Common Stock (including any cash extraordinary dividends) declared
          by the Company and for which the ex-date occurs at any time during the Pricing
          Period exceeds $0.00 per share of Common Stock (subject to adjustment in
          accordance with Section VIII) (the Expected Dividend Amount) per
          calendar quarter, a Dividend Event shall be deemed to have occurred.

(b)     
          Dividend Event Termination. Upon the occurrence of a Dividend Event, on
          any Trading Day on or after the occurrence of such Dividend Event, Citigroup may
          elect to terminate this transaction (a Dividend Event Termination).
          Upon the occurrence of a Dividend Event Termination the Affected Party shall be
          the Company and Citigroup shall be the Non-Affected Party.

VIII.      
Adjustment of Terms

(a)     
          In the event an offer is made to the holders of Common Stock to tender in excess
          of 10% of the outstanding shares of Common Stock for cash, Citigroup may, in its
          reasonable discretion, (i) reduce the number of Trading Days in the Pricing
          Period by an amount Citigroup deems appropriate or (ii) adjust the terms of the
          transaction so that the final day of the Pricing Period shall be the earlier of
          the scheduled final Trading Day of the Pricing Period and the date the tender
          offer is consummated. Citigroup shall notify the Company in writing as to the
          terms of any adjustment made pursuant to this Section VIII (a) no later than 5
          days after the tender offer is made.

(b)     
          Subject to Section XV, in the event of any corporate event involving the Company
          or the Common Stock not specifically addressed in subsection (a) of this Section
          VIII (including, without limitation, a non-cash dividend, stock split,
          reorganization, merger, offer to tender Common Stock for consideration other
          than cash, rights offering, recapitalization or spin-off) or in the event that
          Citigroup, in its reasonable good faith judgment, determines that the
          adjustments described in subsection (a) of this Section VIII will not result in
          an equitable adjustment of the terms of the transaction described herein, the
          terms of the transaction described herein shall be subject to adjustment by
          Citigroup (including, without limitation, with respect to the Expected Dividend
          Amount and the number of Trading Days in the Pricing Period) as in the exercise
          of its good faith judgment it deems appropriate under the circumstances.

IX.     
Events of Default

The occurrence of any of the following events with
respect to a party which party shall be the Defaulting Party (the other party, the
Non-Defaulting Party) shall be an Event of Default:

(a)     
          The failure to make any payment or any delivery of shares pursuant to the terms
          of the Letter Agreement; or

(b)     
          Any representation or warranty made in this Letter Agreement shall prove to have
          been false in any material respect at the time it was made, given or reaffirmed;
          or

(c)     
          The failure to perform or comply in any material respect with any other
          obligation in this Letter Agreement which failure shall continue for 5 business
          days after written notice of such failure has been sent to the Defaulting Party;
          or

(d)     
          (A) The initiation of any case, proceeding or other action (1) under any
          existing or future law of any jurisdiction, domestic or foreign, relating to
          bankruptcy, insolvency, reorganization or other relief of debtors, seeking to
          have an order for relief entered with respect to it, or seeking to have itself
          adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement,
          adjustment, winding-up, liquidation, dissolution or composition or other relief
          under bankruptcy or insolvency law with respect to it or its debts or (2) which
          seeks appointment of a receiver, trustee, custodian, conservator or other
          similar official for it or for all or any substantial part of its assets; (B) a
          general assignment for the benefit of its creditors; (C) the initiation of any
          case, proceeding or other action of a nature referred to in clause (A) hereof
          which (1) results in the entry of an order for relief or any such adjudication
          or appointment with respect to the party or any of its assets or (2) is not
          dismissed, stayed, discharged or bonded for a period of 5 days; (D) the
          initiation of any case, proceeding or other action seeking issuance of a warrant
          of attachment, execution, or similar process against all or any substantial part
          of its assets, which case, proceeding or other action results in the entry of an
          order for any such relief which shall not have been vacated, discharged, or
          stayed or bonded pending appeal within 30 days from the entry thereof; (E) a
          party shall take any action in furtherance of, or indicating its consent to,
          approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D)
          hereof; or (F) either party shall generally not, or shall admit in writing its
          inability to, pay its debts as they become due; or

(e)     
          Any loan or other obligation in respect of borrowed money (whether present or
          future, contingent or otherwise, as principal or surety or otherwise) of a party
          in an amount, in excess of the lesser of 3% of shareholders equity or
          $100,000,000 shall have become payable before the due date thereof as a result
          of acceleration of maturity caused by the occurrence of any event of default
          thereunder or if any other such loan or obligation shall not be repaid when due,
          as extended by any applicable grace period specified in the contracts or
          agreements constituting such loan or obligation; or

(f)     
          Any consolidation or amalgamation or merger with or into, or any transfer of all
          or substantially all its assets to another entity by a party, resulting in the
          creditworthiness of the surviving or transferee entity being materially weaker
          than that of the party immediately prior to such action.

X.      
Remedies

(a)     
          Upon the occurrence and the continuance of an Event of Default or a Dividend
          Event Termination the obligation of the Non-Defaulting Party or the Non-Affected
          Party (as the case may be) to make any payment or delivery of shares pursuant to
          the terms of this Letter Agreement will, at the option of the Non-Defaulting
          Party or the Non-Affected Party (as the case may be), terminate (it being
          understood that such termination will not affect or suspend any payment or other
          obligations of the Defaulting Party or Affected Party). The Non-Defaulting Party
          or the Non-Affected Party (as the case may be) in its sole discretion may
          immediately, upon notice to the Defaulting Party or as applicable the Affected
          Party (a Loss Notice), terminate this transaction by reducing the
          number of days in the Pricing Period, notwithstanding any other provision
          hereof, purchasing the Remaining Share Amount to cover its short position or
          adjusting any other term hereof, and may sell, liquidate, offset or take any
          other action with respect to any short position established or maintained by it
          in connection with this transaction. Following a Loss Notice, the Non-Defaulting
          Party or the Non-Affected Party (as the case may be) shall act in good faith and
          in a commercially reasonable manner (and in consultation with the other Party)
          to determine the amount that such party reasonably in good faith believes to be
          its total unreimbursed net losses and costs in connection with this Letter
          Agreement (the Loss). Such computation shall include any
          out-of-pocket losses (including but not limited to the difference between the
          Initial Share Price and the average price at which the shares are purchased
          during the Pricing Period (as such Pricing Period may be amended as a result of
          the operation of this Section X(a))) and loss or cost incurred as a result of
          its terminating, liquidating, obtaining or reestablishing any hedge or related
          trading position. In addition to the foregoing, the Non-Defaulting Party or the
          Non-Affected Party may include in its determination of its Loss hereunder such
          losses and costs (or gains) in respect of any payment or delivery required to
          have been made on or before the relevant termination date.

(b)     
          If Citibank is the Defaulting Party, upon receipt of a Loss Notice from the
          Company, Citibank shall promptly pay to the Company the amount of such Loss in
          cash.

(c)     
          If the Company is the Defaulting Party, or the Affected Party upon receipt of a
          Loss Notice from Citibank, the Company shall, at its option, either (i) promptly
          pay to Citibank the amount of such Loss in cash or (ii) deliver to Citigroup
          within two Trading Days a number of shares of Common Stock equal to (A) the
          amount of such Loss divided by (B) the closing price of the Common Stock on the
          Exchange for the day upon which the Company receives such Loss Notice, rounded
          up to the nearest whole share. Such shares shall be treated as Payment Shares
          hereunder, and the provisions of Sections V(c)(ii), V(d) and VI shall apply to
          the delivery of such shares (with references to the absolute value of the
          Settlement Amount therein being deemed to refer to the amount of the Loss and
          with such adjustments as determined by Citigroup to effectuate this provision);
          provided that in no event shall the Company be required to deliver a
          number of shares of Common Stock that exceeds the then applicable Share Cap.

(d)     
          In addition to the payments set forth in subsections (b) and (c) above, the
          Defaulting Party agrees to indemnify the Non-Defaulting Party from and against
          any reasonable expenses (including reasonable legal fees and other expenses of
          collection) it may incur as a result of any default by such party.

XI.      
Other Agreements

(a)     
          The Company agrees that while this Letter Agreement is in effect, it shall cause
          (i) the number of authorized shares of Common Stock minus (ii) the
          number of outstanding shares of Common Stock minus (iii) the number of
          shares of Common Stock reserved for other purposes minus (iv) without
          duplication of clause (iii), the aggregate maximum number of shares of Common
          Stock deliverable under warrants, options, swaps, forwards, convertible or
          exchangeable securities or other similar transactions, agreements or instruments
          issued by the Company or to which the Company is a party that provide for net
          share settlement or otherwise may require the issuance of shares of Common Stock
          by the Company to exceed the then applicable Share Cap. The parties agree that a
          failure by the Company to comply with the preceding sentence shall be an Event
          of Default hereunder with respect to the Company without regard to any grace
          period that would otherwise be applicable.

(b)     
          The parties acknowledge and agree that this Letter Agreement is not intended to
          convey to Citibank rights against the Company hereunder that are senior to the
          claims of common stockholders in any U.S. bankruptcy proceedings of the Company;
          provided, however, that nothing herein shall limit or shall be deemed to limit
          Citibanks right to pursue remedies in the event of a breach by the Company
          of its obligations and agreements with respect to this Letter Agreement; and
          provided further that in pursuing a claim against the Company in the event of a
          bankruptcy, insolvency or dissolution with respect to Company, Citibanks
          rights hereunder shall rank on a parity with the rights of a holder of shares of
          Common Stock enforcing similar rights under a contract involving shares of
          Common Stock.

(c)     
          The Company agrees that the material terms of this transaction (and any other
          similar transactions), and the consequences of such transactions on the
          financial condition and results of operations of the Company, will be disclosed
          by the Company in accordance with all rules, regulations, accounting principles
          (including EITF Issue No. 00-19) and laws applicable to the Company in its
          periodic filings under the Exchange Act and its financial statements and notes
          thereto.

XII.     
Governing Law

THIS LETTER AGREEMENT
SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF
LAW RULES THEREOF.

XIII.      
Non-confidentiality

Notwithstanding anything
to the contrary herein, (i) Citibank acknowledges that this Letter Agreement may be
intended to produce U.S. federal income tax benefits for the Company and (ii) the Company
and Citibank hereby agree that (A) the Company is not obligated to Citibank to keep
confidential from any and all persons or otherwise limit the use of any aspect of this
Letter Agreement relating to the structure or tax aspects thereof, and (B) Citibank does
not assert any claim of proprietary ownership in respect of any such aspect of this Letter
Agreement.

XIV.     
Assignment and Transfer

The rights and duties
under this Letter Agreement may not be assigned or transferred by either party hereto
without the prior written consent of the other party hereto; provided,
however, that Citibank may assign its obligation to deliver or receive delivery of
Common Stock hereunder to any of its affiliates without the prior written consent of the
Company. Upon any such assignment Citibank shall indemnify the Company from and against
any loss, cost or expense relating to the failure of such affiliate to perform its
delivery obligation.

XV.      
Calculations

To the extent any
calculation, adjustment or determination is required to be made by Citibank hereunder,
Citibank shall make any such calculation, adjustment, or determination in good faith.

XVI.     
Representations of the Parties

Each party represents to the other party that:

(a)     
          Status. It is duly organized and validly existing under the laws of the
          jurisdiction of its organization or incorporation and, if relevant under such
          laws, in good standing;

(b)     
          Powers. It has the corporate or other organizational power to execute and
          deliver this Letter Agreement and to perform its obligations under this Letter
          Agreement and has taken all necessary action to authorize such execution,
          delivery and performance;

(c)     
          No Violation or Conflict. Such execution, delivery and performance do not
          violate or conflict with any law applicable to it, any provision of its
          constitutional documents, any order or judgment of any court or other agency of
          government applicable to it or any of its assets or any contractual restriction
          binding on or affecting it or any of its assets;

(d)     
          Consents. All governmental and other consents that are required to have been
          obtained by it with respect to this Letter Agreement have been obtained and are
          in full force and effect and all conditions of any such consents have been
          complied with;

(e)     
          Obligations Binding. Its obligations under this Letter Agreement constitute its
          legal, valid and binding obligations, enforceable in accordance with its
          respective terms (subject to applicable bankruptcy, reorganization, insolvency,
          moratorium or similar laws affecting creditors rights generally and
          subject, as to enforceability, to equitable principles of general application
          (regardless of whether enforcement is sought in a proceeding in equity or at
          law)); and

(f)     
          Absence of Certain Events. No Event of Default (as defined in the Agreement) or
          event that, with the giving of notice or the passage of time or both, would
          constitute an Event of Default has occurred and is continuing and no such event
          or circumstance would occur as a result of its entering into or performing its
          obligations under this Letter Agreement.

XVII.   
Representations of the Company

The Company hereby represents on the Purchase Date that:

(a)     
          its financial condition is such that it has no need for liquidity with respect
          to its investment in the transactions contemplated by this Agreement and no need
          to dispose of any portion thereof to satisfy any existing or contemplated
          undertaking or indebtedness. Its investments in and liabilities in respect of
          such transactions, which it understands are not readily marketable, is not
          disproportionate to its net worth, and it is able to bear any reasonably
          foreseeable loss in connection with such transactions;

(b)     
          it understands that Citibank has no obligation or intention to register the
          transactions contemplated by this Agreement under the Securities Act or any
          state securities law or other applicable federal securities law;

(c)     
          it understands that no obligations of Citibank to it hereunder will be entitled
          to the benefit of deposit insurance and that such obligations will not be
          guaranteed by any affiliate of Citibank or any governmental agency;

(d)     
          IT UNDERSTANDS THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT
          TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND
          THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO
          ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH
          RISKS;

(e)     
          each of its filings under the Securities Act, the Exchange Act, or other
          applicable securities laws that are required to be filed have been filed and
          that, as of the respective dates thereof, there is no misstatement of material
          fact contained therein or omission of a material fact required to be stated
          therein or necessary to make the statements therein not misleading

(f)     
          it is not entering into this Letter Agreement on the basis of, and is not aware
          of, any material non-public information with respect to the Common Stock or in
          anticipation of, in connection with, or to facilitate, a distribution of its
          securities, a self tender offer or a third-party tender offer;

(g)     
          it is not entering into any transaction to create, and will not engage in any
          other securities or derivatives transactions to create, actual or apparent
          trading activity in the Common Stock (or any security convertible into or
          exchangeable for Common Stock) or to raise or depress or to manipulate the price
          of the Common Stock (or any security convertible into or exchangeable for Common
          Stock);

(h)     
          it has not and will not directly or indirectly violate any applicable law, rule
          or regulation (including, without limitation, the Securities Act and the
          Exchange Act) in connection with the transactions contemplated by this Letter
          Agreement;

(i)     
          the transactions contemplated by this Letter Agreement and any repurchase of
          Common Stock by the Company in connection with such transactions are pursuant to
          a publicly announced share repurchase program that has been approved by its
          Board of Directors and any such repurchase has been or will when so required be
          publicly disclosed in its periodic filings under the Exchange Act and its
          financial statements and notes thereto;

(j)     
          at the conclusion of the Pricing Period, the Company will have a sufficient
          number of treasury shares or duly authorized but unissued shares of Common Stock
          available to deliver the then applicable Share Cap amount, such shares of Common
          Stock to be fully paid and nonassessable and free of preemptive and other
          rights;

(k)     
          it will not consolidate or merge with or into any person unless the surviving
          person is the Company or another person formed under the laws of a State of the
          United States of America and assumes or is responsible, by operation of law, for
          all obligations of the Company hereunder;

(l)     
          neither the Company nor any agent acting for the Company has, within the four
          calendar weeks prior to the Purchase Date, entered into a purchase by or for
          itself or for any of its Affiliated Purchasers of a block of Common Stock
          (Affiliated Purchaser and blocks each as defined in Rule
          10b-18);

(m)     
          it is not relying, and has not relied upon, Citibank with respect to the legal,
          accounting, tax or other implications of this Letter Agreement and that it has
          conducted its own analyses of the legal, accounting, tax and other implications
          of this Letter Agreement; and

(n)     
          it understands and acknowledges that Citibank and its affiliates may from time
          to time effect transactions for their own account or the account of customers
          and hold positions in securities or options on securities of the Company and
          that Citibank and its affiliates may continue to conduct such transactions
          during the Pricing Period and the Valuation Period.

XVIII.    
Indemnification

The Company agrees to
indemnify Citigroup and its affiliates and their respective directors, officers, agents
and controlling parties (Citigroup and each such affiliate or person being an
Indemnified Party) from and against any and all losses, claims, damages and
liabilities, joint and several, incurred by or asserted against such Indemnified Party
arising out of, in connection with, or relating to, any breach of any agreement made by
the Company in Section IV of this Letter Agreement (Losses) and will reimburse
any Indemnified Party for all reasonable expenses (including reasonable legal fees and
expenses) as they are incurred in connection with the investigation of, preparation for,
or defense of any pending or threatened claim or any action or proceeding arising
therefrom, whether or not such Indemnified Party is a party thereto. The Company will not
be liable under this Indemnity paragraph to the extent that any loss, claim, damage,
liability or expense is found in a final and nonappealable judgment by a court to have
resulted from Citigroups negligence or willful misconduct. Citigroup shall promptly
notify the Company of any Losses.

XIX.      
Miscellaneous

(a)     
          No Collateral. Notwithstanding any provision of this Letter Agreement, or
          any other agreement between the parties, to the contrary, the obligations of the
          Company under this Letter Agreement are not secured by any collateral.

(B)     
          WAIVER OF TRIAL BY JURY.EACH OF THE COMPANY AND CITIBANK HEREBY
          IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE
          LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
          PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
          ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF CITIBANK
          OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

XX.     
Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be
confirmed in writing to the address below. Changes to the Notices must be made in writing.

(a)     
          If to the Company:

| | Attention: Chief Financial Officer Apria Healthcare Group Inc. 26220 Enterprise Court
Lake Forest, CA 92630 Telephone: 949-639-4990 Facsimile: 949-587-9363
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

(b)     
          If to Citigroup:

| | Citigroup
Global Markets Inc. as agent for Citibank, N.A. 390 Greenwich Street New York, NY 10013
Attn: Equity Derivatives Telephone: (212) 723-7357 Facsimile: (212) 723-8328
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Please confirm your agreement to the foregoing by
signing and returning to us the enclosed duplicate of this Letter Agreement.

|                                                                                                                                                                                                                                                                                                                                                                                                                  | Very truly yours,

                                                     CITIGROUP GLOBAL MARKETS INC.
                                                     as agent for
                                                     CITIBANK, N.A.

                                                     By: __________________________
                                                     Name:
                                                     Authorized Representative
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Acknowledged and agreed to as of
                                                     the date first above written,

                                                     APRIA HEALTHCARE GROUP INC.

                                                     By: __________________________
                                                     Name:
                                                     Title: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

ANNEX A

(a)     
          The Company shall use commercially reasonable efforts to cause that the
          Registration Statement be effective for the period set forth in Section VI(a).
          If filed after the date hereof and relating to the Payment Shares, the Company
          shall furnish to Citigroup a copy of the Registration Statement and each
          amendment or supplement thereto prior to their filing with the SEC, shall
          provide Citigroup the opportunity to participate in the preparation thereof and
          shall consider such comments as Citigroup and its affiliates may propose.

(b)     
          The Company will immediately notify Citigroup:

| | (i) | when the Registration Statement or any amendment or post-effective amendment
               thereto shall have become effective, or any supplement to the Prospectus or any
               amended Prospectus shall have been filed;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | of any request by the SEC (or any other federal or state governmental authority)
               to amend the Registration Statement or amend or supplement the Prospectus or for
               additional information after the Registration Statement shall have become
               effective;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | of the issuance by the SEC of any stop order suspending the effectiveness of the
               Registration Statement, or of any order preventing or suspending the use of any
               preliminary or final Prospectus, or the institution or threat of any proceedings
               for any such purposes; and
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | of the existence of any fact or circumstance that results in the Registration
               Statement, the Prospectus or any document incorporated therein by reference
               containing a misstatement of material fact or omitting to state a material fact
               required to be stated therein or necessary to make any statement therein not
               misleading.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)     
          The Company will use commercially reasonable efforts to prevent the issuance of
          any stop order suspending the effectiveness of the Registration Statement or of
          any order preventing or suspending the use of any Prospectus and, if any such
          order is issued, to obtain the lifting thereof as soon thereafter as is
          reasonably possible. If the Registration Statement, the Prospectus or any
          document incorporated therein by reference contains a misstatement of a material
          fact or omits to state a material fact required to be stated therein or
          necessary to make any statement therein not misleading, the Company will as
          promptly as reasonably practicable file any required document and prepare and
          furnish to Citigroup a reasonable number of copies of such supplement or
          amendment thereto as may be necessary so that the Prospectus, as thereafter
          delivered to the purchasers in connection with resales of shares of Common Stock
          hereunder, will not contain any misstatement of a material fact or omit to state
          a material fact required to be stated therein or necessary to make any statement
          therein not misleading.

(d)     
          The Company will furnish to Citigroup and its affiliates, without charge, as
          many signed copies of the Registration Statement (as originally filed) and of
          all amendments thereto, whether filed before or after the Registration Statement
          becomes effective, copies of all exhibits and documents filed therewith,
          including documents incorporated by reference into the Prospectus, prospectus
          supplements, and signed copies of all consents and certificates of experts, as
          Citigroup may reasonably request. The Company will deliver to Citigroup and its
          affiliates, without charge, as many copies of each preliminary prospectus as
          Citigroup may reasonably request, and the Company hereby consents to the use of
          such copies for purposes permitted by the Securities Act. The Company will
          deliver to Citigroup and its affiliates, without charge, from time to time
          during the period during which the Prospectus is required to be delivered under
          the Securities Act in connection with resales of Common Stock hereunder, such
          number of copies of the Prospectus (as supplemented or amended) as Citigroup may
          reasonably request.

ANNEX B

(a)     
          The Company will take all actions within its control so that all shares of
          Common Stock covered by the Registration Statement are eligible for sale on the
          Exchange.

(b)     
          The Company will use commercially reasonable efforts to qualify Common Stock for
          offering and sale under the applicable securities laws of such states and other
          jurisdictions as Citigroup may designate; provided, however, that
          the Company shall not be obligated under this provision to qualify Common Stock
          for offering and sale under the applicable securities laws of such states and
          other jurisdictions where the Company would be required to file any general
          consent to service of process or to qualify as a foreign corporation or as a
          broker or dealer in securities in any jurisdiction where the Company is not so
          qualified or to subject itself to taxation in respect of doing business in any
          jurisdiction in which it is not otherwise so subject. The Company will file such
          statements and reports as may be required by the laws of each jurisdiction in
          which Common Stock has been qualified as above provided. The Company will
          immediately notify Citigroup of the suspension of the qualification of Common
          Stock for offering or sale in any jurisdiction, or of the institution or threat
          of any proceedings for such purpose.

(c)     
          The Company will enter into such customary agreements, including a customary
          underwriting or agency agreement with Citigroup, its affiliates and other
          underwriters or agents, if any, selected by Citigroup and reasonably
          satisfactory to the Company in order to expedite or facilitate the disposition
          of Common Stock and will comply with such agreements.

(d)     
          The Company will cooperate with Citigroup, its affiliates and each such
          underwriter or agent participating in the disposition of such Common Stock and
          their respective counsel in connection with any filings required to be made with
          the National Association of Securities Dealers, Inc or the Exchange.

(e)     
          The Company will comply with the Securities Act and the Exchange Act so as to
          permit the completion of the distribution of Common Stock in accordance with the
          intended method or methods of distribution contemplated in the Prospectus, as
          indicated by Citigroup. The Company will use commercially reasonable efforts to
          make generally available to its security holders, as soon as reasonably
          practicable (but not more than fifteen months) after the effective date of the
          Registration Statement, an earnings statement satisfying the provisions of
          Section 11(a) of the Securities Act and the rules and regulations promulgated
          thereunder.