EXHIBIT 4.1

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APRIA HEALTHCARE GROUP
INC.TOU.S. BANK NATIONAL ASSOCIATION, as Trustee

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INDENTURE
Dated as of August 20, 2003

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3.375% Convertible Senior
Notes due 2033

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|                                                                                                                                                                                                       | TABLE OF CONTENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                                                                                                       | ARTICLE 1DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | PAGE                        
|Section 1.01.Section 1.02.                                                                                                                                                                             | DefinitionsOther Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 19                          
|                                                                                                                                                                                                       | ARTICLE 2ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE
OF NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                             
|Section 2.01.Section 2.02.Section 2.03.Section 2.04.
Section 2.05.Section 2.06.Section 2.07.Section 2.08.Section 2.09.
Section 2.10.                                                                   | Designation Amount and Issue of NotesForm of NotesDate and Denomination
of Notes; Payments of InterestExecution of NotesExchange and Registration of Transfer
of Notes; Restrictions on TransferMutilated, Destroyed, Lost or Stolen Notes
Temporary NotesCancellation of NotesCUSIP NumbersRanking                                                                                                                                                                                                                                                                                          | 10101112131920212121        
|                                                                                                                                                                                                       | ARTICLE 3REDEMPTION AND REPURCHASE OF NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                             
|Section 3.01.Section 3.02.Section 3.03.Section 3.04.
Section 3.05.Section 3.06.Section 3.07.Section 3.08.Section 3.09.                                                                                 | Company's Right to RedeemNotice of Optional Redemption; Selection of Notes
Payment of Notes Called for Redemption by the CompanyConversion Arrangement on Call
for RedemptionRepurchase of Notes by the Company at Option of Holders upon a
     Fundamental ChangeRepurchase of Notes by the Company at Option of Holders on Specified
DatesCompany's Right to Elect Manner of Payment of Repurchase PriceConditions
and Procedures for Repurchase at Option of HoldersFinal Maturity Notice                                                                                                | 212223242527293234          
|                                                                                                                                                                                                       | ARTICLE 4INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                             
|Section 4.01.Section 4.02.Section 4.03.                                                                                                                                                                | Contingent InterestPayment of Contingent InterestContingent
Interest Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 353536                      
|                                                                                                                                                                                                       | ARTICLE 5PARTICULAR CONVENANTS OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                             
|Section 5.01.Section 5.02.Section 5.03.Section 5.04.
Section 5.05.Section 5.06.Section 5.07.Section 5.08.Section 5.09.
Section 5.10.                                                                   | Payment of Principal and InterestMaintenance of Office or Agency
Appointments to Fill Vacancies in Trustee's OfficeProvisions as to Paying Agent
ExistenceRule 144A Information RequirementStay, Extension and Usury Laws
Compliance CertificateAdditional Amounts NoticeContingent Debt Tax Treatment                                                                                                                                                                                                                                                                                       | 36363737383838393939        
|                                                                                                                                                                                                       | ARTICLE 6NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND
THE TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                             
|Section 6.01.Section 6.02.Section 6.03.Section 6.04.                                                                                                                                                   | Noteholders' ListsPreservation and Disclosure of Lists
Reports by TrusteeReports by Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 40404041                    
|                                                                                                                                                                                                       | ARTICLE 7REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT
OF DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                             
|Section 7.01.Section 7.02.Section 7.03.Section 7.04.
Section 7.05.Section 7.06.Section 7.07.Section 7.08.Section 7.09.                                                                                 | Events of DefaultPayments of Notes on Default; Suit ThereforApplication of Monies
Collected by TrusteeProceedings by NoteholderProceedings by TrusteeRemedies Cumulative
and ContinuingDirection of Proceedings and Waiver of Defaults by Majority of Noteholders
Statements as to Performance by the Company; Notice of Defaults by     
the TrusteeUndertaking
to Pay Costs                                                                                                                                                                                                                | 414345454646474747          
|                                                                                                                                                                                                       | ARTICLE 8THE TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                             
|Section 8.01.Section 8.02.Section 8.03.Section 8.04.
Section 8.05.Section 8.06.Section 8.07.Section 8.08.Section 8.09.
Section 8.10.Section 8.11.Section 8.12.Section 8.13.                            | Duties and Responsibilities of TrusteeReliance on Documents, Opinions, Etc.
No Responsibility for Recitals, Etc.Trustee, Paying Agents, Conversion Agents or
Registrar May Own NotesMonies to Be Held in TrustCompensation and Expenses of Trustee
Officers' Certificate as EvidenceConflicting Interests of TrusteeEligibility of Trustee
Resignation or Removal of TrusteeAcceptance by Successor TrusteeSuccession by Merger
Preferential Collection of Claims                                                                                                                            | 48495051515152525252535455  
|                                                                                                                                                                                                       | ARTICLE 9THE NOTEHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                             
|Section 9.01.Section 9.02.Section 9.03.Section 9.04.
Section 9.05.                                                                                                                                     | Action by NoteholdersProof of Execution by NoteholdersWho Are Deemed Absolute Owners
Company-owned Notes DisregardedRevocation of Consents, Future Holders Bound                                                                                                                                                                                                                                                                                                                                                                                                                             | 5656565657                  
|                                                                                                                                                                                                       | ARTICLE 10MEETINGS OF NOTEHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                             
|Section 10.01.Section 10.02.Section 10.03.Section 10.04.
Section 10.05.Section 10.06.Section 10.07.                                                                                                    | Purpose of MeetingsCall of Meetings by TrusteeCall of Meetings by Company or Noteholders
Qualifications for VotingRegulationsVotingNo Delay of Rights by Meeting                                                                                                                                                                                                                                                                                                                                                                                                                             | 57585858585959              
|                                                                                                                                                                                                       | ARTICLE 11SUPPLEMENTAL INDENTURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                             
|Section 11.01.Section 11.02.Section 11.03.Section 11.04.
Section 11.05.                                                                                                                                | Supplemental Indentures Without Consent of NoteholdersSupplemental Indenture with
Consent of NoteholdersEffect of Supplemental IndentureNotation on Notes
Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee                                                                                                                                                                                                                                                                                                                                                        | 6061626263                  
|                                                                                                                                                                                                       | ARTICLE 12CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                             
|Section 12.01.Section 12.02.Section 12.03.                                                                                                                                                             | Company May Consolidate on Certain TermsSuccessor to Be Substituted
Opinion of Counsel to Be Given Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 636364                      
|                                                                                                                                                                                                       | ARTICLE 13SATISFACTION AND DISCHARGE OF INDENTURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                             
|Section 13.01.Section 13.02.Section 13.03.                                                                                                                                                             | Discharge of IndenturePaying Agent to Repay Monies HeldReturn of Unclaimed Monies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 646565                      
|                                                                                                                                                                                                       | ARTICLE 14IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                             
|Section 14.01.                                                                                                                                                                                         | Indenture and Notes Solely Corporate Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 65                          
|                                                                                                                                                                                                       | ARTICLE 15CONVERSION OF NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                             
|Section 15.01.Section 15.02.Section 15.03.Section 15.04.
Section 15.05.Section 15.06.Section 15.07.Section 15.08.Section 15.09.
Section 15.10.Section 15.11.                                           | Right to Convert
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;   
  No Adjustment for Interest or Dividends; Settlement of Cash or Common
      Stock Upon Conversion
Cash Payments in Lieu of Fractional SharesConversion Rate
Adjustment of Conversion RateEffect of Reclassification, Consolidation, Merger or Sale
Taxes on Shares IssuedReservation of Shares, Shares to Be Fully Paid; Compliance with
Governmental     Requirements; Listing of Common Stock
Responsibility of TrusteeNotice to Holders Prior to Certain Actions
Stockholder Rights Plans | 656872727277787979
8081     
|                                                                                                                                                                                                       | ARTICLE 16MISCELLANEOUS PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                             
|Section 16.01.Section 16.02.Section 16.03.Section 16.04.
Section 16.05.Section 16.06.Section 16.07.Section 16.08.Section 16.09.Section 16.10.
Section 16.11.Section 16.12.Section 16.13.Section 16.14. | Provisions Binding On Company's SuccessorsOfficial Acts By Successor Corporation
Addresses For Notices, Etc.Governing LawEvidence of Compliance with Conditions
Precedent, Certificates to TrusteeLegal HolidaysCompany Responsible for Making
CalculationsTrust Indenture ActNo Security Interest CreatedBenefits of Indenture
Table of Contents, Headings, Etc.Authenticating AgentExecution in Counterparts
Severability                                                                                                                                                                  | 8181818282828383838384848485
|Exhibit A Form of Note                                                                                                                                                                                 | A-1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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INDENTURE

INDENTURE dated as of
August 20, 2003 between Apria Healthcare Group Inc., a Delaware corporation (hereinafter
called the Company), having its principal office at 26220 Enterprise Court,
Lake Forest, California 92630, and U.S. Bank National Association, as trustee hereunder
(hereinafter called the Trustee).

WITNESSETH:

WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issue of its 3.375% Convertible
Senior Notes due 2033 (hereinafter called the Notes), in an aggregate
principal amount not to exceed $250,000,000, and, to provide the terms and conditions upon
which the Notes are to be authenticated, issued and delivered, the Company has duly
authorized the execution and delivery of this Indenture; and

WHEREAS, the Notes, the
certificate of authentication to be borne by the Notes, a form of assignment, a form of
fundamental change repurchase election, a form of Company repurchase election and a form
of conversion notice to be borne by the Notes are to be substantially in the forms
hereinafter provided for; and

WHEREAS, all acts and
things necessary to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee or a duly authorized authenticating agent, as in this Indenture
provided, the valid, binding and legal obligations of the Company, and to constitute this
Indenture a valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized,

NOW, THEREFORE, THIS
INDENTURE WITNESSETH:

That in order to declare
the terms and conditions upon which the Notes are, and are to be, authenticated, issued
and delivered, and in consideration of the premises and of the purchase and acceptance of
the Notes by the holders thereof, the Company covenants and agrees with the Trustee for
the equal and proportionate benefit of the respective holders from time to time of the
Notes (except as otherwise provided below), as follows:

ARTICLE 1 DEFINITIONS

Section 1.01. Definitions.
The terms defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in
force at the date of the execution of this Indenture. The words herein,
hereof, hereunderand words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other Subdivision. The
terms defined in this Article include the plural as well as the singular.

Additional
Amountshas the meaning specified for Additional Amountsin Section 2(e)
of the Registration Rights Agreement.

Affiliateof
any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, control, when used with respect to any
specified Person means the power to direct or cause the direction of the management and
policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms controllingand
controlledhave meanings correlative to the foregoing.

Applicable Five-Day
Trading Periodmeans, with respect to any Interest Period as to which Contingent
Interest may be payable, the five Trading Days ending on the third day immediately
preceding the first day of such Interest Period.

Bid Solicitation
Agentmeans such Person (other than any Affiliate of the Company) as the Company may
designate as Bid Solicitation Agent from time to time, and shall initially mean the
Trustee.

Board of
Directorsmeans the Board of Directors of the Company or a committee of such Board
duly authorized to act for it hereunder.

Business Daymeans any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or executive order
to close in The City of New York.

Capital stockof any Person means any and all shares (including ordinary shares of American Depositary
Shares), interests, participations or other equivalents however designated of corporate
stock or other equity participations, including partnership interests, whether general or
limited, of such Person and any rights (other than debt securities convertible or
exchangeable into an equity interest), warrants or options to acquire an equity interest
in such Person.

Commissionmeans the Securities and Exchange Commission, as from time to time constituted under the
Exchange Act, or, if at any time after the execution of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.

Common Stockmeans any stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which is not subject to redemption by the
Company. Subject to the provisions of Section 15.06, however, shares issuable on
conversion of Notes shall include only shares of the class designated as common stock of
the Company at the date of this Indenture (namely, the Common Stock, par value $.001) or
shares of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such class then
so issuable on conversion shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the total
number of shares of all such classes resulting from all such reclassifications.

Companymeans
the corporation named as the Companyin the first paragraph of this Indenture,
and, subject to the provisions of Article 12 and Section 15.06, shall include its
successors and assigns.

Conversion
Agentmeans the Trustee or such other office or agency designated by the Company
where Notes may be presented for conversion.

Conversion
Priceas of any day means $1,000 divided by the Conversion Rate as of such date and
rounded to the nearest cent. The Conversion Price shall initially be $34.86 per share of
Common Stock.

Corporate Trust
Officeor other similar term, means the designated office of the Trustee at which at
any particular time its corporate trust business as it relates to this Indenture shall be
administered, which office is, at the date as of which this Indenture is dated, located at
60 Livingston Avenue, St. Paul, Minnesota, 55107, attn: Corporate Trust Department.

Current Market
Priceper share of Common Stock means, with respect to any date of determination,
the average of the Last Reported Sale Price for the five consecutive Trading Days selected
by the Company commencing not more than 10 Trading Days from and including the Ex-Dividend
Date with respect to the issuance or distribution requiring such computation. If another
issuance or distribution to which Section 15.05 applies occurs during the period
applicable for calculating Current Market Pricepursuant to this definition,
Current Market Priceshall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such issuance, distribution,
subdivision or combination on the Last Reported Sale Price of the Common Stock during such
period.

Custodianmeans U.S. Bank National Association, as custodian with respect to the Notes in global
form, or any successor entity thereto.

Defaultmeans
any event that is, or after notice or passage of time, or both, would be, an Event of
Default.

Depositarymeans, the clearing agency registered under the Exchange Act that is designated to act as
the Depositary for the Global Notes. The Depository Trust Company shall be the initial
Depositary, until a successor shall have been appointed and become such pursuant to the
applicable provisions of this Indenture, and thereafter, Depositaryshall mean
or include such successor.

Exchange Actmeans the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.

Ex-Dividend
Datemeans, with respect to any issuance or distribution on shares of Common Stock,
the first date on which the shares of Common Stock trade regular way on the principal
securities market on which the shares of Common Stock are then traded without the right to
receive such issuance or distribution.

Fundamental
Changemeans the occurrence of any of the following:

(i)  
               
          a person or group within the meaning of Section 13(d) of
          the Exchange Act other than the Company, its subsidiaries or the Company or its
          subsidiaries employee benefit plans, files a Schedule TO or any other schedule,
          form or report under the Exchange Act disclosing that such person or group has
          become the direct or indirect ultimate beneficial owner, as defined
          in Rule 13d-3 under the Exchange Act, of more than 50% of the total voting power
          of all shares of the Companys capital stock that are entitled to vote
          generally in the election of directors; or

(ii) 
            
          consummation of any share exchange, consolidation or merger of the Company or
          any sale, lease or other transfer in one transaction or a series of transactions
          of all or substantially all of the consolidated assets of the Company and its
          subsidiaries, taken as a whole, to any person other than the Company or one or
          more of its subsidiaries, pursuant to which the Common Stock will be converted
          into cash, securities or other property; provided, however, that a transaction
          where the holders of the Companys voting capital stock immediately prior
          to such transaction have directly or indirectly more than 50% of the aggregate
          voting power of all shares of capital stock of the continuing or surviving
          corporation or transferee entitled to vote generally in the election of
          directors immediately after such event shall not be a Fundamental Change.

A Fundamental Change will
not be deemed to have occurred in respect of either of the foregoing, however, if either:

(i)       
          the Last Reported Sale Price of the Common Stock for any five Trading Days
          within the 10 consecutive Trading Days ending immediately before the later of
          the Fundamental Change or the public announcement thereof, equals or exceeds
          105% of the Conversion Price of the Notes immediately before the Fundamental
          Change or the public announcement thereof; or

at least 90% of the
consideration, excluding cash payments for fractional shares, in the transaction or
transactions constituting the Fundamental Change consists of shares of capital stock
traded on a national securities exchange or quoted on the NASDAQ National Market or which
will be so traded or quoted when issued or exchanged in connection with a Fundamental
Change (these securities being referred to as publicly traded securities) and
as a result of this transaction or transactions the Notes become convertible into such
publicly traded securities.

Indenturemeans this instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented.

Initial
Purchasersmeans each of Banc of America Securities LLC, J.P. Morgan Securities
Inc., Morgan Stanley & Co. Incorporated, Credit Lyonnais Securities (USA) Inc., Scotia
Capital (USA) Inc. and Fleet Securities, Inc. (each an Initial Purchaser).

Interestmeans, when used with reference to the Notes, any interest payable under the terms of the
Notes, including Contingent Interest, if any, and Additional Amounts, if any, payable
under the terms of the Registration Rights Agreement.

Interest Payment
Datemeans September 1 and March 1 of each year, commencing March 1, 2004.

Interest
Periodmeans (i) with respect to the first interest period, the period from the
first Original Issuance Date of the Notes to and including February 28, 2004 and (ii)
thereafter, any six-month period from March 1 to and including August 31 and from
September 1 to and including the last day of February, commencing on or after March 1,
2004 and ending before September 1, 2033, except that with respect to the first period for
which Contingent Interest is payable, such period shall be from September 8, 2010 to and
including February 28, 2011.

Last Reported Sale
Priceof the Common Stock on any date means the closing sale price per share (or if
no closing sale price is reported, the average of the bid and asked prices or, if more
than one in either case, the average of the average bid and the average asked prices) on
that date as reported in composite transactions for the principal U.S. securities exchange
on which the Common Stock is traded or, if the Common Stock is not listed on a U.S.
national or regional securities exchange, as reported by the NASDAQ National Market. If
the Common Stock is not listed for trading on a U.S. national or regional securities
exchange and not reported by the NASDAQ National Market on the relevant date, the
Last Reported Sale Price will be the last quoted bid price for the Common
Stock in the over-the-counter market on the relevant date as reported by the National
Quotation Bureau Incorporated or similar organization. If the Common Stock is not so
quoted, the Last Reported Sale Price will be the average of the mid-point of
the last bid and asked prices for the Common Stock on the relevant date quoted by each of
at least three nationally recognized independent investment banking firms selected by the
Company for this purpose.

Market Pricemeans, with respect to any Company Repurchase Date, the average of the Last Reported Sale
Price of the Common Stock for the 20 consecutive Trading Days ending on the third Business
Day prior to the applicable Company Repurchase Date (or, if such third Business Day prior
to the applicable Company Repurchase Date is not a Trading Day, then ending on the last
Trading Day prior to such third Business Day), appropriately adjusted to take into account
the occurrence, during the period commencing on the first Trading Day during the period of
20 consecutive Trading Days and ending on the Company Repurchase Date, of any event
described in Section 15.05 or Section 15.06.

Noteor
Notesmeans any Note or Notes, as the case may be, authenticated and delivered
under this Indenture, including any Global Note.

Noteholderor
holderas applied to any Note, or other similar terms (but excluding the term
beneficial holder), means any Person in whose name at the time a particular
Note is registered on the Note Registrars books.

Officers
Certificate, when used with respect to the Company, means a certificate signed by
any two of the Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the President, the Chief Financial Officer, any Vice President (whether or not
designated by a number or numbers or word or words added before or after the title
Vice President), the Treasurer or the Secretary of the Company; provided that
the Officers Certificate delivered on the date hereof pursuant to Section 16.05 may
be signed by any one of the foregoing.

Opinion of
Counselmeans an opinion in writing signed by legal counsel, who may be an employee
of or counsel to the Company, or other counsel reasonably acceptable to the Trustee.

Original Issue Datemeans August 20, 2003.

Outstanding,
when used with reference to Notes and subject to the provisions of Section 9.04, means, as
of any particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except:

(a)       
          Notes theretofore canceled by the Trustee or delivered to the Trustee for
          cancellation;

(b)       
          Notes, or portions thereof, (i) for the redemption of which monies in the
          necessary amount shall have been deposited in trust with the Trustee or with any
          Paying Agent (other than the Company) or (ii) which shall have been otherwise
          discharged in accordance with Article 13;

(c)       
          Notes in lieu of which, or in substitution for which, other Notes shall have
          been authenticated and delivered pursuant to the terms of Section 2.06; and

(d)       
          Notes converted into Common Stock pursuant to Article 15 and Notes deemed not
          outstanding pursuant to Article 3.

Paying Agentmeans the Trustee or such other office or agency designated by the Company where Notes may
be presented for payment.

Personmeans a
corporation, an association, a partnership, a limited liability company, an individual, a
joint venture, a joint stock company, a trust, an unincorporated organization or a
government or an agency or a political subdivision thereof.

Portal Marketmeans The Portal Market operated by the National Association of Securities Dealers, Inc.
or any successor thereto.

Predecessor
Noteof any particular Note means every previous Note evidencing all or a portion of
the same debt as that evidenced by such particular Note, and, for the purposes of this
definition, any Note authenticated and delivered under Section 2.06 in lieu of a lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the lost, destroyed
or stolen Note that it replaces.

QIBmeans a
qualified institutional buyeras defined in Rule 144A.

Registration Rights
Agreementmeans the Registration Rights Agreement, dated as of August 20, 2003,
among the Company and the Initial Purchasers, as amended from time to time in accordance
with its terms.

Regular Record
Datemeans, with respect to each Interest Payment Date, the close of business on the
August 15 or February 15 next preceding such Interest Payment Date (whether or not a
Business Day).

Repurchase
Datemeans the Fundamental Change Repurchase Date or the Company Repurchase Date, as
applicable.

Repurchase
Electionmeans the Fundamental Change Repurchase Election or the Company Repurchase
Election, as applicable.

Repurchase
Pricemeans the Fundamental Change Repurchase Price or the Company Repurchase Price,
as applicable.

Responsible
Officermeans, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee with direct responsibility for the
administration of this Indenture and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such
persons knowledge of any familiarity with the particular subject.

Rule 144Ameans Rule 144A as promulgated under the Securities Act.

Securities Actmeans the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as in effect from time to time.

Spin-off Market
Priceper share of Common Stock of the Company or the capital stock of, or similar
equity interests in, a Subsidiary or other business unit of the Company on any day means
the average of the daily Last Reported Sale Price for the 10 consecutive Trading Days
commencing on and including the fifth Trading Day after the Ex-Dividend Date with respect
to the issuance or distribution requiring such computation.

Stated
Maturitymeans September 1, 2033.

Stock Record
Datemeans, with respect to any dividend, distribution or other transaction or event
in which the holders of Common Stock have the right to receive any cash, securities or
other property or in which the Common Stock (or other applicable security) is exchanged
for or converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute, contract or
otherwise).

Subsidiarymeans, with respect to any Person, (i) any corporation, association or other business
entity of which more than 50% of the total voting power of shares of capital stock or
other equity interest entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the
sole general partner or managing general partner of which is such Person or a subsidiary
of such Person or (b) the only general partners of which are such Person or of one or more
subsidiaries of such Person (or any combination thereof).

Trading Daymeans a day during which trading in securities generally occurs on the New York Stock
Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the
principal other national or regional securities exchange on which the Common Stock are
then listed or, if the Common Stock are not listed on a national or regional securities
exchange, on the National Association of Securities Dealers Automated Quotation System or,
if the Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common Stock are
then traded (provided that no day on which trading of the Common Stock is suspended on
such exchange or other trading market will count as a Trading Day).

Trading Priceof a Notes means (a) for purposes of Section 4.01 hereof, as of any date of determination,
the average of the secondary market bid quotations per $1,000 principal amount of Notes
obtained by the Bid Solicitation Agent for $5,000,000 aggregate principal amount of Notes
at approximately 3:30 p.m., New York City time, on such determination date from three
nationally recognized securities dealers (none of which shall be an Affiliate of the
Company) selected by the Company; provided, however, if (i) at least three such bids are
not obtained by the Bid Solicitation Agent or (ii) in the Companys reasonable
judgment, the bid quotations are not indicative of the secondary market value of the Notes
as of such determination date, then the Trading Price per $1,000 principal amount of the
Notes for such determination date shall equal (1) the Conversion Rate in effect as of such
determination date multiplied by (2) the average Last Reported Sale Price of the Common
Stock for the five Trading Days ending on such determination date, appropriately adjusted
to take into account the occurrence, during the period commencing on the first of such
Trading Days during such five Trading Day period and ending on such determination date, of
any event described in Section 15.05 or Section 15.06 and (b) for purposes of Section
15.01 hereof, as of any date of determination, the average of the secondary market bid
quotations per $1,000 principal amount of Notes obtained by the Bid Solicitation Agent for
$5,000,000 aggregate principal amount of Notes at approximately 3:30 p.m., New York City
time, on such determination date from three nationally recognized securities dealers (none
of which shall be an Affiliate of the Company) selected by the Company; provided, however,
if (i) at least three such bids are not obtained by the Bid Solicitation Agent, but two
such bids are obtained, then the average of the two bids shall be used, (ii) only one such
bid can be reasonably obtained by the Bid Solicitation Agent, then that one bid shall be
used, and (iii) the Bid Solicitation Agent cannot reasonably obtain at least one bid, then
the Trading Price per $1,000 principal amount of the Notes for such determination date
shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate. The Bid Solicitation Agent shall solicit bids from
securities dealers that the Company believes to be willing to bid for Notes. Except in the
case of (b)(iii) above, the Trading Price shall be determined by the Company, using the
bids obtained by the Bid Solicitation Agent.

Trust Indenture
Actmeans the Trust Indenture Act of 1939, as amended, as it was in force at the
date of this Indenture, except as provided in Sections 11.03 and 15.06; provided that if
the Trust Indenture Act of 1939 is amended after the date hereof, the term Trust
Indenture Actshall mean, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

Trusteemeans
U.S. Bank National Association and its successors and any corporation resulting from or
surviving any consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

Section 1.02. Other Definitions.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Defined inSection                                                                                                                                                                                                                                                                           
|"Additional Amounts Notice" "Adjustment Event" "Agent Members""cash"
"Cash Amount" "Cash Settlement Averaging Period""Cash Settlement Notice Period"
"Company Repurchase Date""Company Repurchase Election" "Company Repurchase Notice"
"Company Repurchase Price""Contingent Interest""Conversion Date""Conversion Notice"
"Conversion Obligation""Conversion Rate""Conversion Retraction Period" "Defaulted Interest"
"Determination Date""Event of Default""Expiration Time""Final Maturity Notice" 
"Final Notice Date""Fundamental Change Repurchase Election""Fundamental Change Repurchase Date" 
"Fundamental Change Repurchase Notice" "Fundamental Change Repurchase Price""Global Note"
"Moody's""non-electing share""Note Register" "Note Registrar" "Purchased Shares"
"Redemption Date""Redemption Notice""Redemption Price""Restricted Securities" "Special Record Date"
"S&P" | 5.0915.05(l)2.05(b)3.07(a)15.02(h)
15.02(g)(i)15.02(g)(i)3.06(a)3.06(c)(i)3.06(b)3.06(a)4.0115.02(c)15.02(a)
15.02(g)(i)15.0415.02(g)(i)2.0315.05(l)7.0115.05(e)3.0915.02(g)
3.05(c)(i)3.05(a)3.05(b)3.05(a)2.0215.01(a)(v)15.062.052.05
15.05(e)(i)3.02(a)3.02(a)3.012.05(c)2.0315.01(a)(v)

ARTICLE 2ISSUE, DESCRIPTION,
EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01. Designation
Amount and Issue of Notes. The Notes shall be designated as 3.375% Convertible Senior
Notes due 2033". Notes not to exceed the aggregate principal amount of $250,000,000
(except pursuant to Sections 2.05, 2.06, 3.05, 3.06 and 15.02 hereof) upon the execution
of this Indenture, or from time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Notes to or upon the written order of the Company, signed by its Chairman
of the Board, its Chief Executive Officer, its Chief Operating Officer, its President, its
Chief Financial Officer, any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title Vice President), its
Treasurer, its Secretary or any Assistant Secretary, without any further action by the
Company hereunder.

Section 2.02. Form of
Notes. The Notes and the Trustees certificate of authentication to be borne by such
Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions
contained in the form of Note attached as Exhibit A hereto shall constitute, and are
hereby expressly made, a part of this Indenture and, to the extent applicable, the Company
and the Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

Any of the Notes may have
such letters, numbers or other marks of identification and such notations, legends,
endorsements or changes as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Indenture, or as may be required by the Custodian, the Depositary or by
the National Association of Securities Dealers, Inc. in order for the Notes to be tradable
on The Portal Market or as may be required for the Notes to be tradable on any other
market developed for trading of securities pursuant to Rule 144A or as may be required to
comply with any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange or automated quotation system on
which the Notes may be listed, or to conform to usage, or to indicate any special
limitations or restrictions to which any particular Notes are subject.

So long as the Notes are
eligible for book-entry settlement with the Depositary, or unless otherwise required by
law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by
one or more Notes in global form registered in the name of the Depositary or the nominee
of the Depositary (a Global Note). The transfer and exchange of beneficial
interests in any such Global Note shall be effected through the Depositary in accordance
with this Indenture and the applicable procedures of the Depositary. Except as provided in
Section 2.05(a), beneficial holders of a Global Note shall not be entitled to have
certificates registered in their names, will not receive or be entitled to receive
physical delivery of certificates in definitive form and will not be considered holders of
such Global Note.

Any Global Note shall
represent such of the outstanding Notes as shall be specified therein and shall provide
that it shall represent the aggregate amount of outstanding Notes from time to time
endorsed thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be increased or reduced to reflect redemptions, repurchases,
conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in such manner and upon instructions given by the holder of such Notes in
accordance with this Indenture. Payment of principal of and Interest on any Global Note
shall be made to the holder of such Note.

Section 2.03. Date and
Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered
form without coupons in denominations of $1,000 principal amount and integral multiples
thereof. Each Note shall be dated the date of its authentication and shall bear interest
from the date specified on the face of the form of Note attached as Exhibit A hereto.
Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

The Person in whose name
any Note (or its Predecessor Note) is registered on the Note Register at the close of
business on the Regular Record Date with respect to an Interest Payment Date shall be
entitled to receive the Interest payable on such Interest Payment Date, except that the
Interest payable upon redemption or repurchase will be payable to the Person to whom
principal is payable pursuant to such redemption or repurchase (unless the Redemption Date
or the Repurchase Date, as the case may be, is an Interest Payment Date, in which case the
semi-annual payment of interest becoming due on such date shall be payable to the holders
of such Notes registered as such on the applicable Regular Record Date). Notwithstanding
the foregoing, if any Note (or portion thereof) is converted into Common Stock during the
period after a Regular Record Date to, but excluding, the next succeeding Interest Payment
Date and such Note (or portion thereof) has been called or tendered for redemption on a
Redemption Date which occurs during such period, the Company shall not be required to pay
interest on such Interest Payment Date in respect of any such Note (or portion thereof),
except as provided in Section 15.02. Interest shall be payable at the office of the
Company maintained by the Company for such purposes in the Borough of Manhattan, City of
New York, which shall initially be an office or agency of the Trustee. The Company shall
pay Interest (i) on any Notes in certificated form by check mailed to the address of the
Person entitled thereto as it appears in the Note Register (or upon written notice from
the registered holder thereof, by wire transfer in immediately available funds, if such
Person is entitled to Interest on Notes with an aggregate principal amount in excess of
$2,000,000) or (ii) on any Global Note by wire transfer of immediately available funds to
the account of the Depositary or its nominee.

Any Interest on any Note
which is payable, but is not punctually paid or duly provided for, on any September 1 or
March 1 (herein called Defaulted Interest) shall forthwith cease to be payable
to the Noteholder on the relevant Regular Record Date by virtue of his having been such
Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in
each case, as provided in clause (1) or (2) below:

(1)       
The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Notes (or their respective Predecessor Notes) are registered
at the close of business on a Special Record Datefor the payment of
such Defaulted Interest, which shall be the date fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Note and the date of the proposed payment
(which shall be not less than 25 days after the receipt by the Trustee of such
notice, unless the Trustee shall consent to an earlier date), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest that shall be not more than 15 days and not less than
ten days prior to the date of the proposed payment, and not less than ten days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each holder at his address as it appears
in the Note Register, not less than ten days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2) of this Section 2.03.

(2)       
          The Company may make payment of any Defaulted Interest in any other lawful
          manner not inconsistent with the requirements of any securities exchange or
          automated quotation system on which the Notes may be listed or designated for
          issuance, and upon such notice as may be required by such exchange or automated
          quotation system, if, after notice given by the Company to the Trustee of the
          proposed payment pursuant to this clause, such manner of payment shall be deemed
          practicable by the Trustee.

Section 2.04. Execution of
Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or
facsimile signature of its President, any Vice President (whether or not designated by a
number or numbers or word or words added before or after the title Vice
President), its Treasurer, its Secretary or any Assistant Secretary. Only such Notes
as shall bear thereon a certificate of authentication substantially in the form set forth
on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent appointed by the Trustee as provided by Section 16.12), shall be
entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee (or such an authenticating agent) upon any Note executed by the
Company shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the benefits of
this Indenture.

In case any officer of the
Company who shall have signed any of the Notes shall cease to be such officer before the
Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of
by the Company, such Notes nevertheless may be authenticated and delivered or disposed of
as though the person who signed such Notes had not ceased to be such officer of the
Company, and any Note may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Note, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not such an
officer.

Section 2.05. Exchange and
Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause
to be kept at the Corporate Trust Office a register (the register maintained in such
office and in any other office or agency of the Company designated pursuant to Section
5.02 being herein sometimes collectively referred to as the Note Register) in
which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. The Note Register shall
be in written form or in any form capable of being converted into written form within a
reasonably prompt period of time. The Trustee is hereby appointed Note
Registrarfor the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with Section
5.02.

Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-registrar, and
satisfaction of the requirements for such transfer set forth in this Section 2.05, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized
denominations and of a like aggregate principal amount and bearing such restrictive
legends as may be required by this Indenture.

Notes may be exchanged for
other Notes of any authorized denominations and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at any such office or agency maintained by the
Company pursuant to Section 5.02. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Noteholder making the exchange is entitled to receive bearing registration numbers not
contemporaneously outstanding.

All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Notes surrendered upon such registration of transfer or exchange.

All Notes presented or
surrendered for registration of transfer or for exchange, redemption, repurchase or
conversion shall (if so required by the Company or the Note Registrar) be duly endorsed,
or be accompanied by a written instrument or instruments of transfer in form satisfactory
to the Company, duly executed by the Noteholder thereof or his attorney duly authorized in
writing.

No service charge shall be
made to any holder for any registration of, transfer or exchange of Notes, but the Company
may require payment by the holder of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes.

Neither the Company nor
the Trustee nor any Note Registrar shall be required to exchange or register a transfer of
(a) any Notes for a period of 15 days next preceding any selection of Notes to be
redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01
(c) any Notes or portions thereof surrendered for conversion pursuant to Article 15, (d)
any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to
Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not
withdrawn) pursuant to Section 3.06.

(b)       
          The following provisions shall apply only to Global Notes:

| | (i)       
               Each Global Note authenticated under this Indenture shall be registered in the
               name of the Depositary or a nominee thereof and delivered to such Depositary or
               a nominee thereof or Custodian therefor, and each such Global Note shall
               constitute a single Note for all purposes of this Indenture.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               Notwithstanding any other provision in this Indenture, no Global Note may be
               exchanged in whole or in part for Notes registered, and no transfer of a Global
               Note in whole or in part may be registered, in the name of any Person other than
               the Depositary or a nominee thereof unless (A) the Depositary (i) has notified
               the Company that it is unwilling or unable to continue as Depositary for such
               Global Note and a successor depositary has not been appointed by the Company
               within ninety days or (ii) has ceased to be a clearing agency registered under
               the Exchange Act, (B) an Event of Default has occurred and is continuing or (C)
               the Company, in its sole discretion, notifies the Trustee in writing that it no
               longer wishes to have all the Notes represented by Global Notes. Any Global Note
               exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and
               not in part and any Global Note exchanged pursuant to clause (C) above may be
               exchanged in whole or from time to time in part as directed by the Company. Any
               Note issued in exchange for a Global Note or any portion thereof shall be a
               Global Note; provided that any such Note so issued that is registered in the
               name of a Person other than the Depositary or a nominee thereof shall not be a
               Global Note.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               Securities issued in exchange for a Global Note or any portion thereof pursuant
               to clause (ii) above shall be issued in definitive, fully registered form,
               without interest coupons, shall have an aggregate principal amount equal to that
               of such Global Note or portion thereof to be so exchanged, shall be registered
               in such names and be in such authorized denominations as the Depositary shall
               designate and shall bear any legends required hereunder. Any Global Notes to be
               exchanged in whole shall be surrendered by the Depositary to the Trustee, as
               Note Registrar. With regard to any Global Note to be exchanged in part, either
               such Global Note shall be so surrendered for exchange or, if the Trustee is
               acting as Custodian for the Depositary or its nominee with respect to such
               Global Note, the principal amount thereof shall be reduced, by an amount equal
               to the portion thereof to be so exchanged, by means of an appropriate adjustment
               made on the records of the Trustee. Upon any such surrender or adjustment, the
               Trustee shall authenticate and make available for delivery the Note issuable on
               such exchange to or upon the written order of the Depositary or an authorized
               representative thereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               In the event of the occurrence of any of the events specified in clause (ii)
               above, the Company will promptly make available to the Trustee a reasonable
               supply of certificated Notes in definitive, fully registered form, without
               interest coupons.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
Neither any members of, or participants in, the Depositary (Agent
Members) nor any other Persons on whose behalf Agent Members may act shall
have any rights under this Indenture with respect to any Global Note registered
in the name of the Depositary or any nominee thereof, and the Depositary or such
nominee, as the case may be, may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner and holder of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a beneficial holder of any
Note.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               At such time as all interests in a Global Note have been redeemed, repurchased,
               converted, canceled or exchanged for Notes in certificated form, such Global
               Note shall, upon receipt thereof, be canceled by the Trustee in accordance with
               standing procedures and instructions existing between the Depositary and the
               Custodian. At any time prior to such cancellation, if any interest in a Global
               Note is redeemed, repurchased, converted, canceled or exchanged for Notes in
               certificated form, the principal amount of such Global Note shall, in accordance
               with the standing procedures and instructions existing between the Depositary
               and the Custodian, be appropriately reduced, and an endorsement shall be made on
               such Global Note, by the Trustee or the Custodian, at the direction of the
               Trustee, to reflect such reduction.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)       
Every Note that bears or is required under this Section 2.05(c) to bear the
legend set forth in this Section 2.05(c) (together with any Common Stock issued
upon conversion of the Notes and required to bear the legend set forth in
Section 2.05(d), collectively, the Restricted Securities) shall be
subject to the restrictions on transfer set forth in this Section 2.05(c)
(including those set forth in the legend below) unless such restrictions on
transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such holders acceptance thereof, agrees
to be bound by all such restrictions on transfer. As used in Section 2.05(c) and
2.05(d), the term transferencompasses any sale, pledge, loan,
transfer or other disposition whatsoever of any Restricted Security or any
interest therein.

Until the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision), any certificate evidencing such Note (and all securities
issued in exchange therefor or substitution thereof, other than Common Stock, if any,
issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d),
if applicable) shall bear a legend in substantially the following form, unless such Note
has been sold pursuant to a registration statement that has been declared effective under
the Securities Act (and which continues to be effective at the time of such transfer) or
pursuant to Rule 144 under the Securities Act or any similar provision then in force, or
unless otherwise agreed by the Company in writing, with written notice thereof to the
Trustee:

THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE
144A)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO APRIA HEALTHCARE GROUP INC. (THE
ISSUER), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
SUCH TRANSFER), (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS AND THE TRUSTEES
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE
REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR
UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).

THIS NOTE IS SUBJECT TO
UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE COMPARABLE YIELD OF THIS NOTE IS 8.625%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE
TREATED AS THE YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

THE ISSUER AGREES, AND BY
ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS NOTE EACH HOLDER AND ANY BENEFICIAL
OWNER OF THIS NOTE WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES (1) TO TREAT THIS NOTE AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE CONTINGENT PAYMENT REGULATIONS), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS NOTE OR UPON A PURCHASE OF
THIS NOTE AT THE HOLDERS OPTION AS A CONTINGENT PAYMENT FOR PURPOSES OF THE
CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE NOTE AS
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE
NONCONTINGENT BOND METHOD, SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS,
AND TO BE BOUND BY THE ISSUERS DETERMINATION OF THE COMPARABLE YIELD AND
PROJECTED PAYMENT SCHEDULE, WITHIN THE MEANING OF THE CONTINGENT PAYMENT
REGULATIONS, WITH RESPECT TO THIS NOTE. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE
HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY,
COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT
TO THE ISSUER AT THE FOLLOWING ADDRESS: APRIA HEALTHCARE GROUP INC., 26220 Enterprise
Court, Lake Forest, California 92630, ATTN: CHIEF FINANCIAL OFFICER.

THE HOLDER OF THIS
SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED august 20,
2003 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE
PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

Any Note (or security
issued in exchange or substitution therefor) as to which such restrictions on transfer
shall have expired in accordance with their terms or as to conditions for removal of the
foregoing legend set forth therein have been satisfied may, upon surrender of such Note
for exchange to the Note Registrar in accordance with the provisions of this Section 2.05,
be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which
shall not bear the restrictive legend required by this Section 2.05(c). If the Restricted
Security surrendered for exchange is represented by a Global Note bearing the legend set
forth in this Section 2.05(c), the principal amount of the legended Global Note shall be
reduced by the appropriate principal amount and the principal amount of a Global Note
without the legend set forth in this Section 2.05(c) shall be increased by an equal
principal amount. If a Global Note without the legend set forth in this Section 2.05(c) is
not then outstanding, the Company shall execute and the Trustee shall authenticate and
deliver an unlegended Global Note to the Depositary.

(d)       
          Until the expiration of the holding period applicable to sales thereof under
          Rule 144(k) under the Securities Act (or any successor provision), any stock
          certificate representing Common Stock issued upon conversion of any Note shall
          bear a legend in substantially the following form, unless such Common Stock has
          been sold pursuant to a registration statement that has been declared effective
          under the Securities Act (and which continues to be effective at the time of
          such transfer) or pursuant to Rule 144 under the Securities Act or any similar
          provision then in force, or such Common Stock has been issued upon conversion of
          Notes that have been transferred pursuant to a registration statement that has
          been declared effective under the Securities Act or pursuant to Rule 144 under
          the Securities Act or any similar provision then in force, or unless otherwise
          agreed by the Company in writing with written notice thereof to the transfer
          agent:

THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE
144A)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO APRIA HEALTHCARE
GROUP INC. (THE ISSUER), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT
THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS AND THE TRUSTEES
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE
REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR
UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).

THE HOLDER OF THIS
SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED august 20,
2003 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE
PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

Any such Common Stock as
to which such restrictions on transfer shall have expired in accordance with their terms
or as to which the conditions for removal of the foregoing legend set forth therein have
been satisfied may, upon surrender of the certificates representing such shares of Common
Stock for exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of shares of
Common Stock, which shall not bear the restrictive legend required by this Section
2.05(d).

(e)       
          Any Note or Common Stock issued upon the conversion of a Note that, prior to the
          expiration of the holding period applicable to sales thereof under Rule 144(k)
          under the Securities Act (or any successor provision), is purchased or owned by
          the Company or any Affiliate thereof may not be resold by the Company or such
          Affiliate unless registered under the Securities Act or resold pursuant to an
          exemption from the registration requirements of the Securities Act in a
          transaction which results in such Notes or Common Stock, as the case may be, no
          longer being restricted securities (as defined under Rule 144).

The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Note (including any transfers between or among Agent
Members or beneficial holders of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express
requirements hereof.

Section 2.06. Mutilated,
Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed,
lost or stolen, the Company in its discretion may execute, and upon its written request
the Trustee or an authenticating agent appointed by the Trustee shall authenticate and
make available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen. In every case, the applicant for a
substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to save each of
them harmless for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such Note and of the
ownership thereof.

Following receipt by the
Trustee or such authenticating agent, as the case may be, of satisfactory security or
indemnity and evidence, as described in the preceding paragraph, the Trustee or such
authenticating agent may authenticate any such substituted Note and make available for
delivery such Note. Upon the issuance of any substituted Note, the Company may require the
payment by the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other expenses
connected therewith. In case any Note which has matured or is about to mature or has been
called for redemption or has been tendered for repurchase upon a Fundamental Change (and
not withdrawn) or has been surrendered for repurchase on a Repurchase Date (and not
withdrawn) or is to be converted into Common Stock shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize
the payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Note), as the case may be, if the applicant for
such payment or conversion shall furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless from any loss, liability, cost or expense caused by or
in connection with such substitution, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company, the Trustee and, if applicable, any
Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss
or theft of such Note and of the ownership thereof.

Every substitute Note
issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note
is destroyed, lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and
shall be entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other Notes duly
issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect to the
replacement or payment or conversion or redemption or repurchase of mutilated, destroyed,
lost or stolen Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with
respect to the replacement or payment or conversion or redemption or repurchase of
negotiable instruments or other securities without their surrender.

Section 2.07. Temporary
Notes. Pending the preparation of Notes in certificated form, the Company may execute and
the Trustee or any authenticating agent appointed by the Trustee shall, upon the written
request of the Company, authenticate and deliver temporary Notes (printed or
lithographed). Temporary Notes shall be issuable in any authorized denomination, and
substantially in the form of the Notes in certificated form, but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may be
determined by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the Notes in certificated
form. Without unreasonable delay, the Company will execute and deliver to the Trustee or
such authenticating agent Notes in certificated form and thereupon any or all temporary
Notes may be surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 5.02 and the Trustee or such authenticating agent shall
authenticate and make available for delivery in exchange for such temporary Notes an equal
aggregate principal amount of Notes in certificated form. Such exchange shall be made by
the Company at its own expense and without any charge therefor. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits and subject to the
same limitations under this Indenture as Notes in certificated form authenticated and
delivered hereunder.

Section 2.08. Cancellation
of Notes. All Notes surrendered for the purpose of payment, redemption, repurchase,
conversion, exchange or registration of transfer shall, if surrendered to the Company or
any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly
canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. The Trustee shall dispose of such canceled
Notes in accordance with its customary procedures. If the Company shall acquire any of the
Notes, such acquisition shall not operate as a redemption, repurchase or satisfaction of
the indebtedness represented by such Notes unless and until the same are delivered to the
Trustee for cancellation.

Section 2.09. CUSIP
Numbers. The Company in issuing the Notes may use CUSIPnumbers (if then
generally in use), and, if so, the Trustee shall use CUSIPnumbers in notices
of redemption as a convenience to Noteholders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on
the Notes or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIPnumbers.

Section 2.10. Ranking. The
indebtedness of the Company arising under or in connection with this Indenture and every
outstanding Security issued under this Indenture from time to time constitutes and will
constitute a senior unsecured general obligation of the Company, ranking equally with
other existing and future senior unsecured Indebtedness of the Company and ranking senior
in right of payment to any future Indebtedness of the Company that is expressly made
subordinate to the Notes by the terms of such Indebtedness. For purposes of this Section
2.10 only, Indebtednessmeans, without duplication, the principal or face
amount of (i) all obligations for borrowed money, (ii) all obligations evidenced by notes,
notes or other similar instruments, (iii) all obligations in respect of letters of credit
or bankers acceptances or similar instruments (or reimbursement obligations with respect
thereto), (iv) all obligations to pay the deferred purchase price of property or services,
(v) all obligations as lessee which are capitalized in accordance with generally accepted
accounting principles, and (vi) all Indebtedness of others guaranteed by the Company or
any of its Subsidiaries or for which the Company or any of its Subsidiaries is legally
responsible or liable (whether by agreement to purchase indebtedness of, or to supply
funds or to invest in, others).

ARTICLE 3 REDEMPTION AND
REPURCHASE OF NOTES

Section 3.01.
Companys Right to Redeem. Prior to September 8, 2010, the Notes will not be
redeemable at the Companys option. At any time on or after September 8, 2010 and
prior to Stated Maturity, the Company, at its option, may redeem the Notes in accordance
with the provisions of Section 3.02, Section 3.03 and Section 3.04 on the Redemption Date
for cash, in whole or in part, at a redemption price (the Redemption Price)
equal to 100% of the principal amount of the Notes to be redeemed together in each case
with accrued and unpaid Interest on the Notes redeemed to (but excluding) the Redemption
Date.

Section 3.02. Notice
of Optional Redemption; Selection of Notes.

(a)       
In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Notes pursuant to Section 3.01, it shall fix a date
for redemption (the Redemption Date) and it or, at its written
request received by the Trustee not fewer than 35 days prior (or such shorter
period of time as may be acceptable to the Trustee) to the Redemption Date, the
Trustee in the name of and at the expense of the Company, shall mail or cause to
be mailed a notice of such redemption (a Redemption Notice) not
fewer than 30 nor more than 60 days prior to the Redemption Date to each holder
of Notes so to be redeemed as a whole or in part at its last address as the same
appears on the Note Register; provided that if the Company shall give such
notice, it shall also give written notice of the Redemption Date to the Trustee.
Such mailing shall be by first class mail. The notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Concurrently with the mailing
of any such Redemption Notice, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the
Redemption Notice or any of the proceedings for the redemption of any Note
called for redemption.

(b)       
          Each such Redemption Notice shall specify the aggregate principal amount of
          Notes to be redeemed, the CUSIP number or numbers of the Notes being redeemed,
          the Redemption Date (which shall be a Business Day), the Redemption Price at
          which Notes are to be redeemed, the place or places of payment, that payment
          will be made upon presentation and surrender of such Notes, that Interest
          accrued to the Redemption Date will be paid as specified in said notice, and
          that on and after said date Interest thereon or on the portion thereof to be
          redeemed will cease to accrue. Such notice shall also state the current
          Conversion Rate, the date on which the right to convert such Notes or portions
          thereof into Common Stock will expire (which date shall not be later than the
          close of business on the second Business Day prior to the Redemption Date),
          whether the Company has elected to satisfy all or a portion of its redemption
          obligation with cash and, if the Company has determined to satisfy all or any
          portion of the conversion obligation in cash, the dollar amount of the
          conversion to be satisfied in cash (which must be expressed either as 100% of
          the conversion obligation or as a fixed dollar amount). If fewer than all the
          Notes are to be redeemed, the Redemption Notice shall identify the Notes to be
          redeemed (including CUSIP numbers, if any), in each case determined in
          accordance with the procedure set forth in clause (d) hereof. In case any Note
          is to be redeemed in part only, the Redemption Notice shall state the portion of
          the principal amount thereof to be redeemed and shall state that, on and after
          the Redemption Date, upon surrender of such Note, a new Note or Notes in
          principal amount equal to the unredeemed portion thereof will be issued by the
          Company and authenticated by the Trustee (or an authenticating agent appointed
          by the Trustee).

(c)       
          On or prior to the Redemption Date specified in the Redemption Notice given as
          provided in this Section 3.02, the Company will deposit with the Trustee or with
          one or more Paying Agents (or, if the Company is acting as its own Paying Agent,
          set aside, segregate and hold in trust as provided in Section 5.04 an amount of
          money in immediately available funds sufficient to redeem on the Redemption Date
          all the Notes (or portions thereof) so called for redemption (other than those
          theretofore surrendered for conversion into Common Stock) at the appropriate
          Redemption Price; provided that if such payment is made on the Redemption Date
          it must be received by the Trustee or Paying Agent, as the case may be, by 10:00
          a.m., New York City time, on such date. The Company shall be entitled to retain
          any interest, yield or gain on amounts deposited with the Trustee or any Paying
          Agent pursuant to this Section 3.02(c) in excess of amounts required hereunder
          to pay the Redemption Price and accrued interest to, but excluding, the
          Redemption Date. Subject to the last sentence of Section 8.05, if any Note
          called for redemption is converted pursuant hereto prior to such Redemption
          Date, any money deposited with the Trustee or any Paying Agent or so segregated
          and held in trust for the redemption of such Note shall be paid to the Company
          upon its written request, or, if then held by the Company, shall be discharged
          from such trust. Whenever any Notes are to be redeemed, the Company will give
          the Trustee written notice in the form of an Officers Certificate not
          fewer than 35 days (or such shorter period of time as may be acceptable to the
          Trustee) prior to the Redemption Date as to the aggregate principal amount of
          Notes to be redeemed.

(d)       
          If less than all of the outstanding Notes are to be redeemed, the Trustee shall
          select the Notes or portions thereof of the Global Note or the Notes in
          certificated form to be redeemed (in principal amounts of $1,000 or multiples
          thereof) by lot, on a pro rata basis or by another method the Trustee deems fair
          and appropriate. If any Note selected for partial redemption is submitted for
          conversion in part after such selection, the portion of such Note submitted for
          conversion shall be deemed (so far as may be possible) to be from the portion
          selected for redemption. The Notes (or portions thereof) so selected shall be
          deemed duly selected for redemption for all purposes hereof, notwithstanding
          that any such Note is submitted for conversion in part before the mailing of the
          Redemption Notice.

Upon any redemption of
less than all of the outstanding Notes, the Company and the Trustee may (but need not),
solely for purposes of determining the pro rata allocation among such Notes as are
unconverted and outstanding at the time of redemption, treat as outstanding any Notes
surrendered for conversion during the period of 15 days next preceding the mailing of a
Redemption Notice and may (but need not) treat as outstanding any Note authenticated and
delivered during such period in exchange for the unconverted portion of any Note converted
in part during such period.

Section 3.03. Payment of
Notes Called for Redemption by the Company. If notice of redemption has been given as
provided in Section 3.02, the Notes or portion of Notes with respect to which such notice
has been given shall, unless converted into Common Stock pursuant to the terms hereof,
become due and payable on the Redemption Date and at the place or places stated in such
notice at the applicable Redemption Price, and on and after the Redemption Date (unless
the Company shall default in the payment of such Notes at the Redemption Price) Interest
on the Notes or portion of Notes so called for redemption shall cease to accrue and, after
the close of business on the second Business Day immediately preceding the Redemption Date
(unless the Company shall default in the payment of such Notes at the Redemption Price)
such Notes shall cease to be convertible into Common Stock and, except as provided in
Section 8.05, to be entitled to any benefit or security under this Indenture, and the
holders thereof shall have no right in respect of such Notes except the right to receive
the Redemption Price thereof. On presentation and surrender of such Notes at a place of
payment in said notice specified, the said Notes or the specified portions thereof shall
be paid and redeemed by the Company at the applicable Redemption Price; provided that if
the applicable Redemption Date is an Interest Payment Date, the Interest payable on such
Interest Payment Date shall be paid on such Interest Payment Date to the holders of record
of such Notes on the applicable record date instead of the holders surrendering such Notes
for redemption on such date.

Upon presentation of any
Note redeemed in part only, the Company shall execute and the Trustee shall authenticate
and make available for delivery to the holder thereof, at the expense of the Company, a
new Note or Notes, of authorized denominations, in principal amount equal to the
unredeemed portion of the Notes so presented.

Notwithstanding the
foregoing, the Trustee shall not redeem any Notes or mail any Redemption Notice during the
continuance of a default in payment of Interest on the Notes. If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the principal
shall, until paid or duly provided for, continue to bear interest at the rate borne by the
Note, compounded semi-annually, and such Note shall remain convertible into Common Stock
until the principal and Interest shall have been paid or duly provided for.

Section 3.04. Conversion
Arrangement on Call for Redemption. In connection with any redemption of Notes, the
Company may arrange for the purchase and conversion of any Notes by an agreement with one
or more investment banks or other purchasers to purchase such Notes by paying to the
Trustee in trust for the Noteholders, on or before the Redemption Date, an amount not less
than the applicable Redemption Price of such Notes. Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay the Redemption
Price of such Notes shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is entered into, a copy of
which will be filed with the Trustee prior to the Redemption Date, any Notes not duly
surrendered for conversion by the holders thereof may, at the option of the Company, be
deemed, to the fullest extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained in Article 15) surrendered
by such purchasers for conversion, all as of immediately prior to the close of business on
the Redemption Date (and the right to convert any such Notes shall be extended through
such time), subject to payment of the above amount as aforesaid. At the direction of the
Company, the Trustee shall hold and dispose of any such amount paid to it in the same
manner as it would monies deposited with it by the Company for the redemption of Notes.
Without the Trustees prior written consent, no arrangement between the Company and
such purchasers for the purchase and conversion of any Notes shall increase or otherwise
affect any of the powers, duties, responsibilities, obligations, liabilities or immunities
of the Trustee as set forth in this Indenture.

Section 3.05. Repurchase
 of Notes by the Company at Option of Holders upon a Fundamental Change.

(a)       
If a Fundamental Change shall occur at any time prior to Stated Maturity, each
holder shall have the right, at such holders option, to require the
Company to repurchase all of such holders Notes, or any portion thereof
that is a multiple of $1,000 principal amount, on the date specified in the
Fundamental Change Repurchase Notice, which date shall be no more than 30 days
after the date of the Fundamental Change Repurchase Notice (subject to extension
to comply with applicable law) (the Fundamental Change Repurchase
Date). The Company shall repurchase such Notes at a price (the
Fundamental Change Repurchase Price) equal to 100% of the principal
amount thereof plus any accrued and unpaid Interest to but excluding the
Fundamental Change Repurchase Date; provided that if such Fundamental Change
Repurchase Date falls on an Interest Payment Date, then the Interest payable on
such Interest Payment Date shall be paid to the holders of record of the Notes
on the applicable record date instead of the holders surrendering the Notes for
repurchase on such date.

(b)       
On or before the 15th day after the occurrence of a Fundamental Change, the
Company, or at its written request the Trustee in the name of and at the expense
of the Company (which request must be received by the Trustee at least five
Business Days prior to the date the Trustee is requested to give notice as
described below, unless the Trustee shall agree to a shorter period), shall mail
or cause to be mailed, by first class mail, to all holders of record on such
date a notice (the Fundamental Change Repurchase Notice) of the
occurrence of such Fundamental Change and of the repurchase right at the option
of the holders arising as a result thereof to each holder of Notes at its last
address as the same appears on the Note Register; provided that if the Company
shall give such notice, it shall also give written notice of the Fundamental
Change to the Trustee at such time as it is mailed to Noteholders. Such notice,
if mailed in the manner herein provided, shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice. Each
Fundamental Change Repurchase Notice shall state:

| | (i)       
               the Fundamental Change Repurchase Price, excluding accrued and unpaid Interest,
               the applicable Conversion Rate at the time of such notice (and any applicable
               adjustments to the Conversion Rate) and, to the extent known at the time of such
               notice, the amount of Interest that will be payable with respect to the Notes on
               the Fundamental Change Repurchase Date;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the events causing the Fundamental Change and the date of the Fundamental
               Change;
| | ---------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the Fundamental Change Repurchase Date;
| | -------------------------------------------------------------------

| | (iv)       
               the last date on which a holder may exercise the repurchase right;
| | ---------------------------------------------------------------------------------------------

| | (v)       
               the name and address of the Paying Agent and the Conversion Agent;
| | --------------------------------------------------------------------------------------------

| | (vi)       
               that Notes as to which a Fundamental Change Repurchase Election has been given
               by the holder may be converted only if the election has been withdrawn by the
               holder in accordance with the terms of this Indenture; provided that the Notes
               are otherwise convertible in accordance with Section 15.01;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)       
               that the holder shall have the right to withdraw any Notes surrendered prior to
               the close of business on the Business Day immediately preceding the Fundamental
               Change Repurchase Date (or any such later time as may be required by applicable
               law);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)       
               a description of the procedure which a Noteholder must follow to exercise such
               repurchase right or to withdraw any surrendered Notes;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)       
               the CUSIP number or numbers of the Notes (if then generally in use); and
| | ---------------------------------------------------------------------------------------------------

| | (x)       
               briefly, the conversion rights of the Notes and whether, at the time of such
               notice, the Notes are eligible for conversion.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

No failure of the Company
to give the foregoing notices and no defect therein shall limit the Noteholders
repurchase rights or affect the validity of the proceedings for the repurchase of the
Notes pursuant to this Section 3.05.

(c)       
          Notes shall be repurchased pursuant to this Section 3.05 at the option of the
          holder upon:

| | (i)       
delivery to the Trustee (or other Paying Agent appointed by the Company) by a
holder of a duly completed notice (a Fundamental Change Repurchase
Election) in the form set forth on the reverse of the Note at any time
prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date stating:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) | if certificated, the certificate numbers of the Notes which the holder shall
          deliver to be repurchased;
|--- | -----------------------------------------------------------------------------------------------------------------

|(B) | the portion of the principal amount of the Notes that the holder shall deliver
          to be repurchased, which portion must be $1,000 or an integral multiple thereof,
          and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) | that such Notes shall be repurchased as of the Fundamental Change Repurchase
          Date pursuant to the terms and conditions specified in the Notes and in the
          Indenture; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               delivery or book-entry transfer of the Notes to the Trustee (or other Paying
               Agent appointed by the Company) simultaneously with or at any time after
               delivery of the Fundamental Change Repurchase Election (together with all
               necessary endorsements) at the Corporate Trust Office of the Trustee (or other
               Paying Agent appointed by the Company) in the Borough of Manhattan, such
               delivery or transfer being a condition to receipt by the holder of the
               Fundamental Change Repurchase Price therefor; provided that such Fundamental
               Change Repurchase Price shall be so paid pursuant to this Section 3.05 only if
               the Notes so delivered or transferred to the Trustee (or other Paying Agent
               appointed by the Company) shall conform in all respects to the description
               thereof in the related Fundamental Change Repurchase Election. All questions as
               to the validity, eligibility (including time of receipt) and acceptance of any
               Note for repurchase shall be determined by the Company, whose determination
               shall be final and binding absent manifest error.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 3.06. Repurchase
 of Notes by the Company at Option of Holders on Specified Dates.

(a)       
On each of September 1, 2008, September 1, 2010, September 1, 2013, September 1,
2018, September 1, 2023 and September 1, 2028 (each, a Company Repurchase
Date), each holder shall have the right, at such holders option, to
require the Company to repurchase all of such holders Notes, or any
portion thereof that is a multiple of $1,000 principal amount. The Company shall
repurchase such Notes at a price (the Company Repurchase Price)
equal to 100% of the principal amount thereof plus any accrued and unpaid
Interest to but excluding the Company Repurchase Date; provided that if such
Company Repurchase Date falls on an Interest Payment Date, then the Interest
payable on such Interest Payment Date shall be paid to the holders of record of
the Notes on the applicable record date instead of the holders surrendering the
Notes for repurchase on such date.

(b)       
On or before the 25th Business Day prior to each Company Repurchase Date, the
Company, or at its written request the Trustee in the name of and at the expense
of the Company (which request must be received by the Trustee at least five
Business Days prior to the date the Trustee is requested to give notice as
described below, unless the Trustee shall agree to a shorter period), shall mail
or cause to be mailed, by first class mail, to all holders of record on such
date a notice (the Company Repurchase Notice) to each holder of
Notes at its last address as the same appears on the Note Register; provided
that if the Company shall give such notice, it shall also give written notice to
the Trustee at such time as it is mailed to Noteholders. Such notice, if mailed
in the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. Each Company Repurchase
Notice shall state:

| | (i)       
               the Company Repurchase Price, excluding accrued and unpaid Interest, the
               applicable Conversion Rate at the time of such notice (and any applicable
               adjustments to the Conversion Rate) and, to the extent known at the time of such
               notice, the amount of Interest that will be payable with respect to the Notes on
               the Company Repurchase Date;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               whether the Company elects to pay the Company Repurchase Price in cash, in
               shares of Common Stock or a combination thereof, specifying the percentage or
               amounts of each;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               if the Company elects to pay any portion of the Company Repurchase Price in
               shares of Common Stock, the method of calculating the Market Price of the Common
               Stock;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               the Company Repurchase Date;
| | -------------------------------------------------------

| | (v)       
               the last date on which a holder may exercise the repurchase right;
| | --------------------------------------------------------------------------------------------

| | (vi)       
               the name and address of the Paying Agent and the Conversion Agent;
| | ---------------------------------------------------------------------------------------------

| | (vii)       
               that Notes as to which a Company Repurchase Election has been given by the
               holder may be converted only if the election has been withdrawn by the holder in
               accordance with the terms of this Indenture; provided that the Notes are
               otherwise convertible in accordance with Section 15.01;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)       
               that the holder shall have the right to withdraw any Notes surrendered prior to
               the close of business on the Business Day immediately preceding the Company
               Repurchase Date (or any such later time as may be required by applicable law);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)       
               a description of the procedure which a Noteholder must follow to exercise such
               repurchase right or to withdraw any surrendered Notes;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)       
               the CUSIP number or numbers of the Notes (if then generally in use); and
| | --------------------------------------------------------------------------------------------------

| | (xi)       
               briefly, the conversion rights of the Notes and whether, at the time of such
               notice, the Notes are eligible for conversion.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

No failure of the Company
to give the foregoing notices and no defect therein shall limit the Noteholders
repurchase rights or affect the validity of the proceedings for the repurchase of the
Notes pursuant to this Section 3.06. Simultaneously with providing such notice, the
Company will publish a notice containing this information in a newspaper of general
circulation in The City of New York or the Company will issue a press release and publish
the information on the Companys website or through such other public medium as the
Company may use at that time.

(c)       
          Notes shall be repurchased pursuant to this Section 3.06 at the option of the
          holder upon:

| | (i)       
delivery to the Trustee (or other Paying Agent appointed by the Company) by a
holder of a duly completed notice (a Company Repurchase Election) in
the form set forth on the reverse of the Note at any time from the opening of
business on the 20th Business Day preceding the Company Repurchase Date until
the close of business on the Business Day immediately preceding the Company
Repurchase Date stating:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) | if certificated, the certificate numbers of the Notes which the holder shall
          deliver to be repurchased;
|--- | -----------------------------------------------------------------------------------------------------------------

|(B) | the portion of the principal amount of the Notes that the holder shall deliver
          to be repurchased, which portion must be $1,000 or an integral multiple thereof,
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) | that such Notes shall be repurchased as of the Company Repurchase Date pursuant
          to the terms and conditions specified in the Notes and in the Indenture; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) | in the event the Company elects to pay the Company Repurchase Price, in whole
          or in part, in shares of Common Stock but such portion of the Company Repurchase
          Price shall ultimately be paid to such holder entirely in cash because any of
          the conditions to payment of the Company Repurchase Price in shares of Common
          Stock is not satisfied prior to the close of business on the Business Day prior
          to the relevant Company Repurchase Date, whether such holder elects (i) to
          withdraw the Company Repurchase Election as to some or all of the Notes to which
          such election relates (stating the principal amount and certificate numbers, if
          any, of the Notes as to which such withdrawal shall relate), or (ii) to receive
          cash in respect of the entire Repurchase Price for all Notes (or portions
          thereof) to which such election relates;; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               delivery or book-entry transfer of the Notes to the Trustee (or other Paying
               Agent appointed by the Company) simultaneously with or at any time after
               delivery of the Company Repurchase Election (together with all necessary
               endorsements) at the Corporate Trust Office of the Trustee (or other Paying
               Agent appointed by the Company) in the Borough of Manhattan, such delivery or
               transfer being a condition to receipt by the holder of the Company Repurchase
               Price therefor; provided that such Company Repurchase Price shall be so paid
               pursuant to this Section 3.06 only if the Notes so delivered or transferred to
               the Trustee (or other Paying Agent appointed by the Company) shall conform in
               all respects to the description thereof in the related Company Repurchase
               Election. All questions as to the validity, eligibility (including time of
               receipt) and acceptance of any Note for repurchase shall be determined by the
               Company, whose determination shall be final and binding absent manifest error.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If a holder fails to
indicate on such holders Company Repurchase Election such holders choice with
respect to the election set forth in Section 3.06(c)(i)(D), such holder shall be deemed to
have elected to receive cash in respect of the entire Company Repurchase Price for all
Notes subject to such Company Repurchase Election in the circumstances set forth in
Section 3.06(c)(i)(D).

Section 3.07. Company's Right to Elect Manner of Payment of Repurchase Price.

(a)       
The Notes to be repurchased by the Company on any Company Repurchase Date
pursuant to Section 3.06 (other than the Company Repurchase Date occurring on
September 1, 2008) may be paid for, in whole or in part, at the election of the
Company, in U.S. legal tender (cash) or shares of Common Stock, or
in any combination of cash and shares of Common Stock, subject to the conditions
set forth in Section 3.07(e). The Company Repurchase Price with respect to the
Company Repurchase Date occurring on September 1, 2008 and the Notes to be
repurchased by the Company on any Fundamental Change Repurchase Date pursuant to
Section 3.05 shall be paid only in cash. The Company shall designate in its
Repurchase Notice whether the Company will purchase the Notes for cash or shares
of Common Stock, or, if a combination thereof, the percentage of the Repurchase
Price that it will pay in cash and the percentage that it will pay in shares of
Common Stock; provided that the Company will pay cash for accrued and unpaid
Interest and for fractional interests in shares of Common Stock in an amount
based upon the Market Price of such fractional shares. For purposes of
determining the amount of any fractional interests, all Notes subject to
repurchase held by a holder shall be considered together (no matter how many
separate certificates are to be presented).

(b)       
          Each holder whose Notes are repurchased pursuant to Section 3.05 or Section 3.06
          shall receive the same percentage of cash or shares of Common Stock in payment
          of the Repurchase Price for such Notes as any other holder whose Notes are
          repurchased, except (i) as provided in Section 3.07(a) with regard to the
          payment of cash in lieu of fractional shares of Common Stock and (ii) in the
          event that the Company is unable to purchase the Notes of a holder or holders
          for shares of Common Stock because any necessary qualifications or registrations
          of the shares of Common Stock under applicable state securities laws cannot be
          obtained, or because the conditions to purchasing the Notes for shares of Common
          Stock set forth in Section 3.07(e) have not been satisfied, the Company may
          purchase the Notes of such holder or holders for cash. The Company may not
          change its election with respect to the consideration (or components or
          percentages of components thereof) to be paid once the Company has given its
          Repurchase Notice to holders except pursuant to Section 3.07(e) in the event of
          a failure to satisfy, prior to the close of business on the Business Day
          immediately preceding the Repurchase Date, any condition to the payment of the
          Repurchase Price in whole or in part in shares of Common Stock.

(c)       
          At least three Business Days before the date of any Repurchase Notice, the
          Company shall deliver an Officers Certificate to the Trustee specifying:

| | (i)       
               the manner of payment selected by the Company;
| | ------------------------------------------------------------------------

| | (ii)       
               the information required to be included in the Repurchase Notice;
| | --------------------------------------------------------------------------------------------

| | (iii)       
               if the Company elects to pay the Repurchase Price, or a specified percentage
               thereof, in shares of Common Stock, that the conditions to such manner of
               payment set forth in Section 3.07(e) have been or will be complied with; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               whether the Company desires the Trustee to give the Repurchase Notice required.
| | ----------------------------------------------------------------------------------------------------------

(d)       
          If the Company elects to pay the Repurchase Price, or any percentage thereof,
          with respect to a Repurchase Date in shares of Common Stock, the number of
          shares of Common Stock to be delivered with respect to each $1,000 principal
          amount of Notes shall be equal to the quotient obtained by dividing (i) the
          dollar amount of the Repurchase Price (not including any accrued and unpaid
          Interest) to be paid in shares of Common Stock by (ii) the Market Price with
          respect to such Repurchase Date, provided that no fractional shares will be
          delivered.

(e)       
          The Companys right to elect to pay some or all of the Repurchase Price
          with respect to a Repurchase Date by delivering shares of Common Stock shall be
          conditioned upon:

| | (i)       
               the Company giving timely notice of its election and not having previously given
               notice of an election to pay the Repurchase Price with respect to such
               Repurchase Date entirely in cash;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the approval for listing of such shares of Common Stock on a national securities
               exchange or the approval for quotation of such shares of Common Stock in an
               inter-dealer quotation system of any registered United States national
               securities association;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               information necessary to calculate the Market Price being published in a daily
               newspaper of national circulation or being otherwise readily publicly available;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               the registration of such shares of Common Stock under the Securities Act and the
               Exchange Act, in each case if required;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               any necessary qualification or registration under applicable state securities
               laws or the availability of an exemption from such qualification and
               registration; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               the receipt by the Trustee of an Officers Certificate and an Opinion of
               Counsel each stating that (A) the terms of the issuance of the shares of Common
               Stock are in conformity with this Indenture and (B) the shares of Common Stock
               to be issued by the Company in payment of the Repurchase Price in respect of
               Notes have been duly authorized and, when issued and delivered pursuant to the
               terms of this Indenture in payment of the Repurchase Price, will be validly
               issued, fully paid and non-assessable and free from preemptive rights under the
               Companys Certificate of Incorporation and By-laws and the Delaware General
               Corporation Law, and, in the case of such Officers Certificate, stating
               that each of the conditions in clauses (i) through (v) above and the condition
               set forth in the second succeeding sentence have been satisfied and, in the case
               of such Opinion of Counsel, stating that the condition in clause (iv) above has
               been satisfied. Such Officers Certificate shall also set forth the number
               of shares of Common Stock to be issued for each $1,000 principal amount of Notes
               and the Last Reported Sale Price on each Trading Day during the period during
               which the Market Price with respect to such Repurchase Date is to be calculated.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the foregoing
conditions are not satisfied with respect to a holder or holders prior to the close of
business on the Business Day immediately preceding the Repurchase Date, the Company shall
pay the entire Repurchase Price of the Notes of such holder or holders in cash.

Upon determination of the
actual number of shares of Common Stock to be issued upon repurchase of Notes, the Company
shall be required to disseminate a press release through Dow Jones & Company, Inc. or
Bloomberg Business News containing this information or publish the information on the
Companys Web site or through such other public medium as the Company may use at that
time.

(f)       
          All shares of Common Stock delivered upon purchase of the Notes shall be newly
          issued shares or treasury shares, shall be duly authorized, validly issued,
          fully paid and non-assessable, and shall be free from preemptive rights and free
          of any lien or adverse claim.

(g)       
          If a holder is paid some or all of the Repurchase Price with respect to such
          holders Notes in shares of Common Stock, the Company shall pay any
          documentary, stamp or similar issue or transfer tax due on such issue of Common
          Stock; provided that the holder shall pay any such tax which is due because the
          holder requests the Common Stock to be issued in a name other than that of the
          holder. The Paying Agent may refuse to deliver the certificates representing the
          shares of Common Stock being issued in a name other than the holders name
          until the Paying Agent receives a sum sufficient to pay any tax which will be
          due because the shares of Common Stock are to be issued in a name other than the
          holders name. Nothing herein shall preclude any income tax withholding
          required by law or regulations.

Notwithstanding anything
to the contrary in this Indenture, the Company may, by execution and delivery to the
Trustee of a supplemental indenture, without the consent of any holders, extinguish the
Companys right to pay any part of the Purchase Price with Common Stock with respect
to any purchase of Notes by the Company at the option of the holders occurring on a date
after the date of such supplemental indenture, pursuant to Section 11.01.

Section 3.08. Conditions and Procedures for Repurchase at Option of Holders.

(a)       
          The Company shall repurchase from the holder thereof, pursuant to Section 3.05
          or Section 3.06, a portion of a Note, if the principal amount of such portion is
          $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to
          the repurchase of all of a Note also apply to the repurchase of such portion of
          such Note. Upon presentation of any Note repurchased in part only, the Company
          shall execute and the Trustee shall authenticate and make available for delivery
          to the holder thereof, at the expense of the Company, a new Note or Notes, of
          any authorized denomination, in aggregate principal amount equal to the portion
          of the Notes presented not repurchased.

(b)       
          On or prior to a Repurchase Date, the Company will deposit with the Trustee or
          with one or more Paying Agents (or, if the Company is acting as its own Paying
          Agent, set aside, segregate and hold in trust as provided in Section 5.04) an
          amount of cash and/or shares of Common Stock, as applicable, sufficient to
          repurchase on the Repurchase Date all the Notes or portions thereof to be
          repurchased on such date at the Repurchase Price; provided that if such deposit
          is made on the Repurchase Date it must be received by the Trustee or Paying
          Agent, as the case may be, by 10:00 a.m., New York City time, on such date.

If the Trustee or other
Paying Agent appointed by the Company, or the Company or an Affiliate of the Company, if
it or such Affiliate is acting as the Paying Agent, holds cash or shares of Common Stock
sufficient to pay the aggregate Repurchase Price of all the Notes or portions thereof that
are to be repurchased as of the Repurchase Date, on or after the Repurchase Date (i) such
Notes will cease to be outstanding, (ii) Interest on such Notes will cease to accrue and
(iii) all other rights of the holders of such Notes will terminate, whether or not
book-entry transfer of the Notes has been made or the Notes have been delivered to the
Trustee or Paying Agent, other than the right to receive the Repurchase Price upon
delivery of the Notes.

(c)       
          Upon receipt by the Trustee (or other Paying Agent appointed by the Company) of
          a Repurchase Election, the holder of the Note in respect of which such
          Repurchase Election was given shall (unless such notice is validly withdrawn)
          thereafter be entitled to receive solely the Repurchase Price with respect to
          such Note. Such Repurchase Price shall be paid to such holder, subject to
          receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by
          the Company), promptly (but in no event more than five Business Days) following
          the later of (x) the Repurchase Date with respect to such Note (provided the
          holder has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as
          applicable) and (y) the time of delivery of such Note to the Trustee (or other
          Paying Agent appointed by the Company) by the holder thereof in the manner
          required by Section 3.05(c) or Section 3.06(c), as applicable. Notes in respect
          of which a Repurchase Election has been given by the holder thereof may not be
          converted pursuant to Article 15 hereof on or after the date of the delivery of
          such Repurchase Election unless such notice has first been validly withdrawn.

(d)       
          Notwithstanding anything herein to the contrary, any holder delivering to the
          office of the Trustee (or other Paying Agent appointed by the Company) a
          Repurchase Election shall have the right to withdraw such election at any time
          prior to the close of business on the Business Day preceding the Repurchase Date
          (or any such later time as may be required by applicable law) by delivery of a
          written notice of withdrawal to the Trustee (or other Paying Agent appointed by
          the Company) specifying:

| | (i)       
               the certificate number, if any, of the Note in respect of which such notice of
               withdrawal is being submitted, or the appropriate Depositary information if the
               Note in respect of which such notice of withdrawal is being submitted is
               represented by a Global Note,
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the principal amount of the Note with respect to which such notice of withdrawal
               is being submitted, and
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the principal amount, if any, of such Note which remains subject to the original
               Repurchase Election and which has been or will be delivered for repurchase by
               the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Trustee (or other
Paying Agent appointed by the Company) shall promptly notify the Company of the receipt by
it of any Repurchase Election or written notice of withdrawal thereof.

(e)       
          The Company will comply with the provisions of Rule 13e-4 and any other tender
          offer rules under the Exchange Act to the extent then applicable in connection
          with the repurchase rights of the holders of Notes in the event of a Fundamental
          Change or on any Company Repurchase Date. If then required by applicable law,
          the Company will file a Schedule TO or any other schedule required in connection
          with such repurchase.

(f)       
          There shall be no repurchase of any Notes pursuant to Section 3.05 or Section
          3.06 if there has occurred at any time prior to, and is continuing on, the
          Repurchase Date an Event of Default (other than an Event of Default that is
          cured by the payment of the Repurchase Price with respect to such Notes). The
          Paying Agent will promptly return to the respective holders thereof any Notes
          (x) with respect to which a Repurchase Election has been withdrawn in compliance
          with this Indenture, or (y) held by it during the continuance of an Event of
          Default (other than a default in the payment of the Repurchase Price with
          respect to such Notes) in which case, upon such return, the Repurchase Election
          with respect thereto shall be deemed to have been withdrawn.

(g)       
          The Trustee (or other Paying Agent appointed by the Company) shall return to the
          Company any cash that remains unclaimed as provided in Section 13.03, together
          with interest, if any, thereon, held by them for the payment of the Repurchase
          Price; provided that to the extent that the aggregate amount of cash deposited
          by the Company pursuant to Section 3.08(b) exceeds the aggregate Repurchase
          Price of the Notes or portions thereof which the Company is obligated to
          purchase as of the Repurchase Date then, unless otherwise agreed in writing with
          the Company, promptly after the Business Day following the Repurchase Date, the
          Trustee shall return any such excess to the Company together with interest, if
          any, thereon.

(h)       
          In the case of a reclassification, change, consolidation, merger, combination,
          sale or conveyance to which Section 15.06 applies, in which the Common Stock of
          the Company is changed or exchanged as a result into the right to receive stock,
          securities or other property or assets (including cash), which includes shares
          of Common Stock of the Company or shares of common stock of another Person that
          are, or upon issuance will be, traded on a United States national securities
          exchange or approved for trading on an established automated over-the-counter
          trading market in the United States and such shares constitute at the time such
          change or exchange becomes effective in excess of 50% of the aggregate fair
          market value of such stock, securities or other property or assets (including
          cash) (as determined by the Company, which determination shall be conclusive and
          binding), then the Person formed by such consolidation or resulting from such
          merger or which acquires such assets, as the case may be, shall execute and
          deliver to the Trustee a supplemental indenture (accompanied by an Opinion of
          Counsel that such supplemental indenture complies with the Trust Indenture Act
          as in force at the date of execution of such supplemental indenture) modifying
          the provisions of this Indenture relating to the right of holders of the Notes
          to cause the Company to repurchase the Notes following a Fundamental Change and
          the provisions of this Indenture relating to the Companys option to
          deliver shares of Common Stock in payment of the Repurchase Price, including
          without limitation the applicable provisions of this Article 3 and the
          definitions of Common Stock and Fundamental Change, as appropriate, as
          determined in good faith by the Company (which determination shall be conclusive
          and binding), to make such provisions apply to such other Person if different
          from the Company and the common stock issued by such Person (in lieu of the
          Company and the Common Stock of the Company).

Section 3.09. Final
Maturity Notice. On the Final Notice Date, the Company, or at its written request the
Trustee in the name of and at the expense of the Company (which request must received at
least five Business Days prior to the Final Notice Date (unless the Trustee shall agree to
a shorter notice period) shall mail or cause to be mailed, by first class mail, to all
holders of record on such Final Notice Date a notice (the Final Maturity
Notice) of the final maturity of the Notes to each holder of the Notes at its last
address as the same appears on the Note Register, provided that if the Company shall give
such notice, it shall also give written notice of the final maturity of the Notes to the
Trustee at the same time it is mailed to Noteholders. Such notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. Such notice shall state:

| | (i)       
               the final maturity date of the Notes;
| | ---------------------------------------------------------------

| | (ii)       
               the CUSIP number or numbers of the Notes (if then generally in use);
| | -----------------------------------------------------------------------------------------------

| | (iii)       
               briefly, the conversion rights of the Notes and whether, at the time of such
               notice, the Notes are eligible for conversion; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               if the Notes are eligible for conversion and the Company determines to satisfy
               all or any portion of the conversion obligation with respect to conversions
               after the Final Notice Date in cash, the dollar amount of the conversion to be
               satisfied in cash (which must be expressed either as 100% of the conversion
               obligation or as a fixed dollar amount).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 4 INTEREST

Section 4.01. Contingent
Interest. Additional interest (Contingent Interest) will accrue on each Note
beginning with the period commencing on September 8, 2010 and ending on February 28, 2011,
and for each of the six-month periods thereafter commencing on March 1, 2011, if the
average Trading Price of the Notes during the Applicable Five-Day Trading Period with
respect to such Interest Period equals 120% or more of the principal amount of the Notes.
If Contingent Interest accrues during an Interest Period pursuant to the preceding
sentence, the amount of Contingent Interest payable with respect to such Interest Period
per $1,000 principal amount of Notes shall equal an annual rate of 0.25% of the average
Trading Price during the Applicable Five-Day Trading Period with respect to such Interest
Period.

The Trustees sole
responsibility pursuant to this Section 4.01 shall be to obtain the Trading Price of the
Notes for each Trading Day during the Applicable Five-Day Trading Period and to provide
such information to the Company, to the extent that the Trustee is then the Bid
Solicitation Agent. The Company shall determine whether holders are entitled to receive
Contingent Interest, and if so, provide notice pursuant to Section 4.03. Notwithstanding
any term contained in this Indenture or any other document to the contrary, the Trustee
shall have no responsibilities, duties or obligations for or with respect to (i)
determining whether the Company must pay Contingent Interest or (ii) determining the
amount of Contingent Interest, if any, payable by the Company.

Section 4.02. Payment of
Contingent Interest. Contingent Interest for any Interest Period shall be paid on the
immediately succeeding Interest Payment Date to the Person in whose name any Note (or its
Predecessor Note) is registered on the Note Register at the close of business on the
corresponding Regular Record Date. Contingent Interest due under this Article 4 shall be
treated for all purposes of this Indenture like any other interest accruing on the Notes.

Section 4.03. Contingent
Interest Notification. No later than the first Business Day of an Interest Period for
which Contingent Interest will be payable, the Company will disseminate a press release
through Dow Jones & Company, Inc. or Bloomberg Business News stating that Contingent
Interest will be paid on the Notes and identifying the Interest Period or publish the
information on its Web site or through such other public medium as it may use at that
time.

ARTICLE 5 PARTICULAR COVENANTS OF
THE COMPANY

Section 5.01. Payment of
Principal and Interest. The Company covenants and agrees that it will duly and punctually
pay or cause to be paid the principal of (including any Redemption Price or Repurchase
Price pursuant to Article 3) and Interest on each of the Notes at the places, at the
respective times and in the manner provided herein and in the Notes.

Section 5.02. Maintenance
of Office or Agency. The Company will maintain an office or agency in the Borough of
Manhattan, The City of New York, where the Notes may be surrendered for registration of
transfer or exchange or for presentation for payment or for conversion, redemption or
repurchase and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office.

The Company may also from
time to time designate co-registrars and one or more offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other office or
agency.

The Company hereby
initially designates the Trustee as Paying Agent, Note Registrar, Custodian and Conversion
Agent, and each of the Corporate Trust Office and the office of agency of the Trustee in
the Borough of Manhattan shall be considered as one such office or agency of the Company
for each of the aforesaid purposes.

So long as the Trustee is
the Note Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set
forth in Section 8.10(a) and the third paragraph of Section 8.11. If co-registrars have
been appointed in accordance with this Section, the Trustee shall mail such notices only
to the Company and the holders of Notes it can identify from its records.

Section 5.03. Appointments
to Fill Vacancies in Trustees Office. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section
8.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 5.04. Provisions
as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the
Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 5.04:

| | (1)       
               that it will hold all sums held by it as such agent for the payment of the
               principal of or Interest on the Notes (whether such sums have been paid to it by
               the Company or by any other obligor on the Notes) in trust for the benefit of
               the holders of the Notes;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               that it will give the Trustee notice of any failure by the Company (or by any
               other obligor on the Notes) to make any payment of the principal of or Interest
               on the Notes when the same shall be due and payable; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               that at any time during the continuance of an Event of Default, upon request of
               the Trustee, it will forthwith pay to the Trustee all sums so held in trust.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company shall, on or
before each due date of the principal of or Interest on the Notes, deposit with the Paying
Agent a sum (in funds which are immediately available on the due date for such payment)
sufficient to pay such principal or Interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of any failure to take such action;
provided that if such deposit is made on the due date, such deposit shall be received by
the Paying Agent by 10:00 a.m., New York City time, on such date.

(b)       
          If the Company shall act as its own Paying Agent, it will, on or before each due
          date of the principal of or Interest on the Notes, set aside, segregate and hold
          in trust for the benefit of the holders of the Notes a sum sufficient to pay
          such principal or Interest so becoming due and will promptly notify the Trustee
          of any failure to take such action and of any failure by the Company (or any
          other obligor under the Notes) to make any payment of the principal of or
          Interest on the Notes when the same shall become due and payable.

(c)       
          Anything in this Section 5.04 to the contrary notwithstanding, the Company may,
          at any time, for the purpose of obtaining a satisfaction and discharge of this
          Indenture, or for any other reason, pay or cause to be paid to the Trustee all
          sums held in trust by the Company or any Paying Agent hereunder as required by
          this Section 5.04, such sums to be held by the Trustee upon the trusts herein
          contained and upon such payment by the Company or any Paying Agent to the
          Trustee, the Company or such Paying Agent shall be released from all further
          liability with respect to such sums.

(d)       
          Anything in this Section 5.04 to the contrary notwithstanding, the agreement to
          hold sums in trust as provided in this Section 5.04 is subject to Sections 13.02
          and 13.03.

The Trustee shall not be
responsible for the actions of any other Paying Agents (including the Company if acting as
its own Paying Agent) and shall have no control of any funds held by such other Paying
Agents.

Section 5.05. Existence.
Subject to Article 12, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and rights (charter and
statutory); provided that the Company shall not be required to preserve any such right if
the Company shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Noteholders.

Section 5.06. Rule 144A
Information Requirement. Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period in which it
is not subject to Section 13 or 15(d) under the Exchange Act, make available to any holder
or beneficial holder of Notes or any Common Stock issued upon conversion thereof which
continue to be Restricted Securities in connection with any sale thereof and any
prospective purchaser of Notes or such Common Stock designated by such holder or
beneficial holder, the information required pursuant to Rule 144A(d)(4) under the
Securities Act upon the request of any holder or beneficial holder of the Notes or such
Common Stock and it will take such further action as any holder or beneficial holder of
such Notes or such Common Stock may reasonably request, all to the extent required from
time to time to enable such holder or beneficial holder to sell its Notes or Common Stock
without registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of
any holder or any beneficial holder of the Notes or such Common Stock, the Company will
deliver to such holder a written statement as to whether it has complied with such
requirements.

Section 5.07. Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the principal of
or Interest on the Notes as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Indenture
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been
enacted.

Section 5.08. Compliance
Certificate. The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company (which fiscal year of the Company is presently the twelve
calendar months ending December 31), a certificate signed by either the principal
executive officer, principal financial officer or principal accounting officer of the
Company, stating whether or not to the best knowledge of the signer thereof the Company is
in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and the status thereof of which the signer may have knowledge.

The Company will deliver
to the Trustee, promptly upon becoming aware of (i) any default in the performance or
observance of any covenant, agreement or condition contained in this Indenture, or (ii)
any Event of Default, an Officers Certificate specifying with particularity such
default or Event of Default and further stating what action the Company has taken, is
taking or proposes to take with respect thereto.

Any notice required to be
given under this Section 5.08 shall be delivered to a Responsible Officer of the Trustee
at its Corporate Trust Office.

Section 5.09. Additional
Amounts Notice. In the event that the Company is required to pay Additional Amounts to
holders of Notes pursuant to the Registration Rights Agreement, the Company will provide
written notice (Additional Amounts Notice) to the Trustee of its obligation to
pay Additional Amounts no later than 15 days prior to the proposed payment date for the
Additional Amounts, and the Additional Amounts Notice shall set forth the amount of
Additional Amounts to be paid by the Company on such payment date. The Trustee shall not
at any time be under any duty or responsibility to any holder of Notes to determine the
Additional Amounts, or with respect to the nature, extent or calculation of the amount of
Additional Amounts when made, or with respect to the method employed in such calculation
of the Additional Amounts.

Section 5.10. Contingent
Debt Tax Treatment. The Company agrees and, by acceptance of a Note, each beneficial
holder of a Note will be deemed to have agreed to treat the Notes as indebtedness of the
Company for U.S. federal income tax purposes that are subject to the regulations governing
contingent payment debt instruments and to be bound (in the absence of an administrative
determination or judicial ruling to the contrary) by the Companys determination of
the comparable yield and projected payment schedule within the meaning of the regulations
governing contingent payment debt instruments. A holder of Notes may obtain the amount of
original issue discount, issue date, yield to maturity, comparable yield and projected
payment schedule for the Notes, determined by the Company pursuant to Treas. Reg. Sec.
1.1275-4, by submitting a written request for it to the Company at the following address:
Apria Healthcare Group Inc., 26220 Enterprise Court, Lake Forest, California 92630,
Attention: Treasurer.

ARTICLE 6NOTEHOLDERS LISTS
AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01.
Noteholders Lists. The Company covenants and agrees that it will furnish or cause to
be furnished to the Trustee, semiannually, not more than 15 days after each September 1
and March 1 in each year beginning with March 1, 2004, and at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to enable it
to timely provide any notice to be provided by it hereunder), a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of Notes as of a
date not more than 15 days (or such other date as the Trustee may reasonably request in
order to so provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as the sole Note Registrar.

Section 6.02. Preservation
and Disclosure of Lists. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the holders of
Notes contained in the most recent list furnished to it as provided in Section 6.01 or
maintained by the Trustee in its capacity as Note Registrar or co-registrar in respect of
the Notes, if so acting. The Trustee may destroy any list furnished to it as provided in
Section 6.01 upon receipt of a new list so furnished.

(b)       
          The rights of Noteholders to communicate with other holders of Notes with
          respect to their rights under this Indenture or under the Notes, and the
          corresponding rights and duties of the Trustee, shall be as provided by the
          Trust Indenture Act.

(c)       
          Every Noteholder, by receiving and holding the same, agrees with the Company and
          the Trustee that neither the Company nor the Trustee nor any agent of either of
          them shall be held accountable by reason of any disclosure of information as to
          names and addresses of holders of Notes made pursuant to the Trust Indenture
          Act.

Section 6.03. Reports by
Trustee. (a) Within 60 days after May 15 of each year commencing with the year 2004, the
Trustee shall transmit to holders of Notes such reports dated as of May 15 of the year in
which such reports are made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. In the event that no events have occurred under the applicable
sections of the Trust Indenture Act, the Trustee shall be under no duty or obligation to
provide such reports.

(b)       
          A copy of such report shall, at the time of such transmission to holders of
          Notes, be filed by the Trustee with each stock exchange and automated quotation
          system upon which the Notes are listed and with the Company. The Company will
          promptly notify the Trustee in writing when the Notes are listed on any stock
          exchange or automated quotation system or delisted therefrom.

Section 6.04. Reports by
Company. The Company shall file with the Trustee (and the Commission if at any time after
the Indenture becomes qualified under the Trust Indenture Act), and transmit to holders of
Notes, such information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act, whether or not the Notes are governed by such Act; provided that any
such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the
Trustees receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the
Companys compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers Certificates).

ARTICLE 7REMEDIES OF THE TRUSTEE
AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 7.01. Events of
Default. In case one or more of the following events (each, an Event of
Default) (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or
governmental body) shall have occurred and be continuing:

(a)       
          default in the payment of any installment of Interest upon any of the Notes as
          and when the same shall become due and payable, and continuance of such default
          for a period of 30 days; or

(b)       
          default in the payment of the principal of any of the Notes as and when the same
          shall become due and payable either at maturity or in connection with any
          redemption or repurchase, in each case pursuant to Article 3, by acceleration or
          otherwise; or

(c)       
          default in the Companys obligation to convert the Notes into Common Stock
          upon the exercise of a holders rights pursuant to Article 15; or

(d)       
          default in the Companys obligation to repurchase the Notes at the option
          of a holder upon a Fundamental Change pursuant to Section 3.05 or on specified
          dates pursuant to Section 3.06; or

(e)       
          failure to provide notice of the occurrence of a Fundamental Change on a timely
          basis as required by Section 3.05; or

(f)       
          default in the Companys obligation to redeem the Notes after it has
          exercised its option to redeem; or

(g)       
          failure on the part of the Company duly to observe or perform any other of the
          covenants or agreements on the part of the Company in the Notes or in this
          Indenture (other than a covenant or agreement a default in whose performance or
          whose breach is elsewhere in this Section 7.01 specifically dealt with)
          continued for a period of 60 days after the date on which written notice of such
          failure, requiring the Company to remedy the same, shall have been given to the
          Company by the Trustee, or to the Company and a Responsible Officer of the
          Trustee by the holders of at least 25% in aggregate principal amount of the
          Notes at the time outstanding determined in accordance with Section 9.04; or

(h)       
          default by the Company or any of its Subsidiaries in the payment of the
          principal or interest on any mortgage, agreement or other instrument under which
          there may be outstanding, or by which there may be secured or evidenced, any of
          the indebtedness of the Company or any of its Subsidiaries for money borrowed in
          excess of $10 million in the aggregate, whether such indebtedness now exists or
          shall hereafter be created, resulting in such indebtedness becoming or being
          declared due and payable, and such acceleration shall not have been rescinded or
          annulled within 30 days after written notice of such acceleration has been
          received by the Company or such Subsidiary; or

(i)       
          final unsatisfied judgments not covered by insurance aggregating in excess of
          $10.0 million rendered against the Company or any of its Subsidiaries and not
          stayed, bonded or discharged within 60 days of such judgment; or

(j)       
          the Company shall commence a voluntary case or other proceeding seeking
          liquidation, reorganization or other relief with respect to the Company or its
          debts under any bankruptcy, insolvency or other similar law now or hereafter in
          effect or seeking the appointment of a trustee, receiver, liquidator, custodian
          or other similar official of the Company or any substantial part of the property
          of the Company, or shall consent to any such relief or to the appointment of or
          taking possession by any such official in an involuntary case or other
          proceeding commenced against the Company, or shall make a general assignment for
          the benefit of creditors, or shall fail generally to pay its debts as they
          become due; or

(k)       
          an involuntary case or other proceeding shall be commenced against the Company
          seeking liquidation, reorganization or other relief with respect to the Company
          or its debts under any bankruptcy, insolvency or other similar law now or
          hereafter in effect or seeking the appointment of a trustee, receiver,
          liquidator, custodian or other similar official of the Company or any
          substantial part of the property of the Company, and such involuntary case or
          other proceeding shall remain undismissed and unstayed for a period of 60
          consecutive days;

then, and in each and every such case (other than an
Event of Default specified in Section 7.01(j) or 7.01(k)), unless the principal of all of
the Notes shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Notes then outstanding hereunder
determined in accordance with Section 9.04, by notice in writing to the Company (and to
the Trustee if given by Noteholders), may declare the principal of all the Notes and the
Interest accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture
or in the Notes contained to the contrary notwithstanding. If an Event of Default
specified in Section 7.01(j) or 7.01(k) occurs, the principal of all the Notes and the
Interest accrued thereon shall be immediately and automatically due and payable without
necessity of further action. This provision, however, is subject to the conditions that
if, at any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due shall have
been obtained or entered as hereinafter provided, the Company shall pay or shall deposit
with the Trustee a sum sufficient to pay all matured installments of Interest upon all
Notes and the principal of any and all Notes which shall have become due otherwise than by
acceleration (with interest on overdue installments of Interest (to the extent that
payment of such interest is enforceable under applicable law) and on such principal at the
rate borne by the Notes, to the date of such payment or deposit) and amounts due to the
Trustee pursuant to Section 8.06, and if any and all defaults under this Indenture, other
than the nonpayment of principal of and accrued Interest on Notes which shall have become
due by acceleration, shall have been cured or waived pursuant to Section 7.07, then and in
every such case the holders of a majority in aggregate principal amount of the Notes then
outstanding, by written notice to the Company and to the Trustee, may waive all defaults
or Events of Default and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any subsequent
default or Event of Default, or shall impair any right consequent thereon. The Company
shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default.

In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings shall have
been discontinued or abandoned because of such waiver or rescission and annulment or for
any other reason or shall have been determined adversely to the Trustee, then and in every
such case the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the holders of Notes, and the Trustee shall continue as though no
such proceeding had been taken.

Section 7.02. Payments of
Notes on Default; Suit Therefor. The Company covenants that (a) in case default shall be
made in the payment of any installment of Interest upon any of the Notes as and when the
same shall become due and payable, and such default shall have continued for a period of
30 days, or (b) in case default shall be made in the payment of the principal of any of
the Notes as and when the same shall have become due and payable, whether at maturity of
the Notes or in connection with any redemption, repurchase, acceleration, declaration or
otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Notes, the whole amount that then shall have become due and
payable on all such Notes for principal or Interest, as the case may be, with interest
upon the overdue principal and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of Interest at the rate borne by the
Notes, and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other amounts due the Trustee under Section 8.06.
Until such demand by the Trustee, the Company may pay the principal of and Interest on the
Notes to the registered holders, whether or not the Notes are overdue.

In case the Company shall
fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor on the Notes and
collect in the manner provided by law out of the property of the Company or any other
obligor on the Notes wherever situated the monies adjudged or decreed to be payable.

In case there shall be
pending proceedings for the bankruptcy or for the reorganization of the Company or any
other obligor on the Notes under Title 11 of the United States Code, or any other
applicable law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for
or taken possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Notes, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 7.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole amount of
principal and Interest owing and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other obligor on the
Notes, its or their creditors, or its or their property, and to collect and receive any
monies or other property payable or deliverable on any such claims, and to distribute the
same after the deduction of any amounts due the Trustee under Section 8.06, and to take
any other action with respect to such claims, including participating as a member of any
official committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, custodian or similar official is hereby
authorized by each of the Noteholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due it for reasonable compensation,
expenses, advances and disbursements, including counsel fees and expenses incurred by it
up to the date of such distribution. To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, monies, securities and
other property which the holders of the Notes may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

All rights of action and
of asserting claims under this Indenture, or under any of the Notes, may be enforced by
the Trustee without the possession of any of the Notes, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the holders of the Notes.

In any proceedings brought
by the Trustee (and in any proceedings involving the interpretation of any provision of
this Indenture to which the Trustee shall be a party) the Trustee shall be held to
represent all the holders of the Notes, and it shall not be necessary to make any holders
of the Notes parties to any such proceedings.

Section 7.03. Application
of Monies Collected by Trustee. Any monies collected by the Trustee pursuant to this
Article 7 shall be applied in the order following, at the date or dates fixed by the
Trustee for the distribution of such monies, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully
paid:

FIRST: To the payment of
all amounts due the Trustee under Section 8.06;

SECOND: In case the
principal of the outstanding Notes shall not have become due and be unpaid, to the payment
of Interest on the Notes in default in the order of the maturity of the installments of
such Interest, with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of Interest at the rate borne by the Notes, such
payments to be made ratably to the Persons entitled thereto;

THIRD: In case the
principal of the outstanding Notes shall have become due, by declaration or otherwise, and
be unpaid, to the payment of the whole amount then owing and unpaid upon the Notes for
principal and Interest, with interest on the overdue principal and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of Interest at
the rate borne by the Notes, and in case such monies shall be insufficient to pay in full
the whole amounts so due and unpaid upon the Notes, then to the payment of such principal
and Interest without preference or priority of principal over Interest, or of Interest
over principal, or of any installment of Interest over any other installment of Interest,
or of any Note over any other Note, ratably to the aggregate of such principal and accrued
and unpaid Interest; and

FOURTH: To the payment of
the remainder, if any, to the Company or any other Person lawfully entitled thereto.

Section 7.04. Proceedings by
Noteholder. No holder of any Note shall have any right by virtue of or by reference to any
provision of this Indenture to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Indenture, or for the appointment of a receiver,
trustee, liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written notice of
an Event of Default and of the continuance thereof, as hereinbefore provided, and unless
also the holders of not less than 25% in aggregate principal amount of the Notes then
outstanding shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable security or indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to Section 7.07;
it being understood and intended, and being expressly covenanted by the taker and holder
of every Note with every other taker and holder and the Trustee, that no one or more
holders of Notes shall have any right in any manner whatever by virtue of or by reference
to any provision of this Indenture to affect, disturb or prejudice the rights of any other
holder of Notes, or to obtain or seek to obtain priority over or preference to any other
such holder, or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Notes (except as
otherwise provided herein). For the protection and enforcement of this Section 7.04, each
and every Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other
provision of this Indenture and any provision of any Note, the right of any holder of any
Note to receive payment of the principal of (including any Redemption Price or Repurchase
Price pursuant to Article 3) and accrued Interest on such Note on or after the respective
due dates expressed in such Note, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company, shall not be impaired or
affected without the consent of such holder.

Anything in this Indenture
or the Notes to the contrary notwithstanding, the holder of any Note, without the consent
of either the Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to enforce,
its rights of conversion as provided herein.

Section 7.05. Proceedings
by Trustee. In case of an Event of Default, the Trustee may, in its discretion, proceed to
protect and enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as are necessary to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or in aid of
the exercise of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

Section 7.06. Remedies
Cumulative and Continuing. Except as provided in Section 2.06, all powers and remedies
given by this Article 7 to the Trustee or to the Noteholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee or of any
holder of any of the Notes to exercise any right or power accruing upon any default or
Event of Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 7.04, every power and remedy given by
this Article 7 or by law to the Trustee or to the Noteholders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

Section 7.07. Direction of
Proceedings and Waiver of Defaults by Majority of Noteholders. The holders of a majority
in aggregate principal amount of the Notes at the time outstanding determined in
accordance with Section 9.04 shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take any other
action which is not inconsistent with such direction and (c) the Trustee may decline to
take any action that would benefit some Noteholders to the detriment of other Noteholders.
The holders of a majority in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04 may, on behalf of the holders of
all of the Notes, waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of Interest on, or the principal of, the
Notes, (ii) a failure by the Company to convert any Notes into Common Stock, (iii) a
default in the payment of the Redemption Price pursuant to Section 3.03, (iv) a default in
the payment of the Fundamental Change Repurchase Price pursuant to Section 3.05 or Company
Repurchase Price pursuant to Section 3.06 or (v) a default in respect of a covenant or
provisions hereof which under Article 11 cannot be modified or amended without the consent
of the holders of each or all Notes then outstanding or affected thereby. Upon any such
waiver, the Company, the Trustee and the holders of the Notes shall be restored to their
former positions and rights hereunder; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by this Section
7.07, said default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right
consequent thereon.

Section 7.08. Statements
as to Performance by the Company; Notice of Defaults by the Trustee. The Trustee shall,
within 90 days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Noteholders, as the names and addresses of such holders appear
upon the Note Register, notice of all defaults known to a Responsible Officer, unless such
defaults shall have been cured or waived before the giving of such notice; provided that
except in the case of default in the payment of the principal of or Interest on any of the
Notes, the Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Noteholders. For the
purpose of this Section 7.08, the term defaultmeans any event that is, or
after notice or lapse of time or both would become, an Event of Default.

Section 7.09. Undertaking
to Pay Costs. All parties to this Indenture agree, and each holder of any Note by its
acceptance thereof shall be deemed to have agreed, that any court may, in its discretion,
require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit
and that such court may in its discretion assess reasonable costs, including reasonable
attorneys fees and expenses, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant;
provided that the provisions of this Section 7.09 (to the extent permitted by law) shall
not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder,
or group of Noteholders, holding in the aggregate more than ten percent in principal
amount of the Notes at the time outstanding determined in accordance with Section 9.04, or
to any suit instituted by any Noteholder for the enforcement of the payment of the
principal of or Interest on any Note on or after the due date expressed in such Note or to
any suit for the enforcement of the right to convert any Note in accordance with the
provisions of Article 15.

ARTICLE 8 THE TRUSTEE

Section 8.01. Duties and
Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture.
In case an Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.

No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except that:

(a)       
          prior to the occurrence of an Event of Default and after the curing or waiving
          of all Events of Default which may have occurred:

| | (i)       
               the duties and obligations of the Trustee shall be determined solely by the
               express provisions of this Indenture and the Trust Indenture Act, and the
               Trustee shall not be liable except for the performance of such duties and
               obligations as are specifically set forth in this Indenture and no implied
               covenants or obligations shall be read into this Indenture and the Trust
               Indenture Act against the Trustee; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               in the absence of bad faith on the part of the Trustee, the Trustee may
               conclusively rely as to the truth of the statements and the correctness of the
               opinions expressed therein, upon any certificates or opinions furnished to the
               Trustee and conforming to the requirements of this Indenture; but, in the case
               of any such certificates or opinions which by any provisions hereof are
               specifically required to be furnished to the Trustee, the Trustee shall be under
               a duty to examine the same to determine whether or not they conform to the
               requirements of this Indenture;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          the Trustee shall not be liable for any error of judgment made in good faith by
          a Responsible Officer or Officers of the Trustee, unless the Trustee was
          negligent in ascertaining the pertinent facts;

(c)       
          the Trustee shall not be liable with respect to any action taken or omitted to
          be taken by it in good faith in accordance with the written direction of the
          holders of not less than a majority in principal amount of the Notes at the time
          outstanding determined as provided in Section 9.04 relating to the time, method
          and place of conducting any proceeding for any remedy available to the Trustee,
          or exercising any trust or power conferred upon the Trustee, under this
          Indenture;

(d)       
          the Trustee shall not be liable in respect of any payment (as to the correctness
          of amount, entitlement to receive or any other matters relating to payment) or
          notice effected by the Company or any Paying Agent or any records maintained by
          any co-registrar with respect to the Notes; and

(e)       
          if any party fails to deliver a notice relating to an event the fact of which,
          pursuant to this Indenture, requires notice to be sent to the Trustee, the
          Trustee may conclusively rely on its failure to receive such notice as reason to
          act as if no such event occurred.

The Trustee shall not be
deemed to have knowledge or notice of any default (as defined in Section 7.08) or Event of
Default hereunder unless a Responsible Officer of the Trustee shall have received at the
Corporate Trust Office written notice of such default or Event of Default from the Company
or the holders of at least 10% in aggregate principal amount of the Notes and such notice
refers to such default or Event of Default, the Notes and the Indenture.

None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers, if there is reasonable ground for believing
that the repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

Whether or not therein
provided, every provision of this Indenture relating to the conduct or affecting the
liability of, or affording protection to, the Trustee shall be subject to the provisions
of this Section 8.01.

Section 8.02. Reliance on
Documents, Opinions, Etc. Except as otherwise provided in Section 8.01:

(a)       
          the Trustee may conclusively rely and shall be protected in acting upon any
          resolution, certificate, statement, instrument, opinion, report, notice,
          request, consent, order, bond, note, note, coupon or other paper or document
          (whether in its original or facsimile form) believed by it in good faith to be
          genuine and to have been signed or presented by the proper party or parties;

(b)       
          any request, direction, order or demand of the Company mentioned herein shall be
          sufficiently evidenced by an Officers Certificate (unless other evidence
          in respect thereof be herein specifically prescribed); and any resolution of the
          Board of Directors may be evidenced to the Trustee by a copy thereof certified
          by the Secretary or an Assistant Secretary of the Company;

(c)       
          the Trustee may consult with counsel of its own selection and any advice or
          Opinion of Counsel shall be full and complete authorization and protection in
          respect of any action taken or omitted by it hereunder in good faith and in
          accordance with such advice or Opinion of Counsel;

(d)       
          the Trustee shall be under no obligation to exercise any of the rights or powers
          vested in it by this Indenture at the request, order or direction of any of the
          Noteholders pursuant to the provisions of this Indenture, unless such
          Noteholders shall have offered to the Trustee reasonable security or indemnity
          satisfactory to it against the costs, expenses and liabilities which may be
          incurred therein or thereby;

(e)       
          the Trustee shall not be bound to make any investigation into the facts or
          matters stated in any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, note or other paper or
          document, but the Trustee may make such further inquiry or investigation into
          such facts or matters as it may see fit, and, if the Trustee shall determine to
          make such further inquiry or investigation, it shall be entitled to examine the
          books, records and premises of the Company, personally or by agent or attorney;
          and

(f)       
          the Trustee may execute any of the trusts or powers hereunder or perform any
          duties hereunder either directly or by or through agents or attorneys and the
          Trustee shall not be responsible for any misconduct or negligence on the part of
          any agent or attorney appointed by it with due care hereunder.

(g)       
          the Trustee shall not be liable for any action taken, suffered or omitted to be
          taken by it in good faith and reasonably believed by it to be authorized or
          within the discretion or rights or powers conferred upon it by this Indenture;

(h)       
          the rights, privileges, protections, immunities and benefits given to the
          Trustee, including, without limitation, its right to be indemnified, are
          extended to, and shall be enforceable by, the Trustee in each of its capacities
          hereunder, and each agent, custodian and other Person employed to act hereunder;
          and

(i)       
          the Trustee may request that the Company deliver an Officers Certificate
          setting forth the names of individuals and/or titles of officers authorized at
          such time to take specified actions pursuant to this Indenture, which
          Officers Certificate may be signed by any person authorized to sign an
          Officers Certificate, including any person specified as so authorized in
          any such certificate previously delivered and not superseded.

Section 8.03. No
Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except
in the Trustees certificate of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of the same.
The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture.

Section 8.04. Trustee,
Paying Agents, Conversion Agents or Registrar May Own Notes. The Trustee, any Paying
Agent, any Conversion Agent or Note Registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if it were not
Trustee, Paying Agent, Conversion Agent or Note Registrar.

Section 8.05. Monies to Be
Held in Trust. Subject to the provisions of Section 13.03, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as may be
agreed in writing from time to time by the Company and the Trustee.

Section 8.06. Compensation
and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation for all services rendered
by it hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed to from
time to time in writing between the Company and the Trustee, and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances reasonably incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence, willful
misconduct, recklessness or bad faith. The Company also covenants to indemnify the Trustee
and any predecessor Trustee (or any officer, director or employee of the Trustee), in any
capacity under this Indenture and its agents and any authenticating agent for, and to hold
them harmless against, any and all loss, liability, damage, claim or expense including
taxes (other than taxes based on the income of the Trustee) incurred without negligence,
willful misconduct, recklessness or bad faith on the part of the Trustee or such officers,
directors, employees and agent or authenticating agent, as the case may be, and arising
out of or in connection with the acceptance or administration of this trust or in any
other capacity hereunder, including the costs and expenses of defending themselves against
any claim (whether asserted by the Company, any holder or any other Person) of liability
in connection with the exercise or performance of any of its powers or duties hereunder.
The obligations of the Company under this Section 8.06 to compensate or indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall
be secured by a lien prior to that of the Notes upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of the
holders of particular Notes. The obligation of the Company under this Section shall
survive the satisfaction and discharge of this Indenture.

When the Trustee and its
agents and any authenticating agent incur expenses or render services after an Event of
Default specified in Section 7.01(j) or Section 7.01(k) with respect to the Company
occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency or similar laws.

Section 8.07.
Officers Certificate as Evidence. Except as otherwise provided in Section 8.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of bad faith or willful misconduct on
the part of the Trustee, be deemed to be conclusively proved and established by an
Officers Certificate delivered to the Trustee.

Section 8.08. Conflicting
Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

Section 8.09. Eligibility
of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 (or if such Person is a member of a bank holding
company system, its bank holding company shall have a combined capital and surplus of at
least $50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.09, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

Section 8.10. Resignation or Removal of Trustee.

(a)       
          The Trustee may at any time resign by giving written notice of such resignation
          to the Company and to the holders of Notes. Upon receiving such notice of
          resignation, the Company shall promptly appoint a successor trustee by written
          instrument, in duplicate, executed by order of the Board of Directors, one copy
          of which instrument shall be delivered to the resigning Trustee and one copy to
          the successor trustee. If no successor trustee shall have been so appointed and
          have accepted appointment 60 days after the mailing of such notice of
          resignation to the Noteholders, the resigning Trustee may, upon ten Business
          Days notice to the Company and the Noteholders, appoint a successor
          identified in such notice or may petition, at the expense of the Company, any
          court of competent jurisdiction for the appointment of a successor trustee, or,
          if any Noteholder who has been a bona fide holder of a Note or Notes for at
          least six months may, subject to the provisions of Section 7.09, on behalf of
          himself and all others similarly situated, petition any such court for the
          appointment of a successor trustee. Such court may thereupon, after such notice,
          if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)       
          In case at any time any of the following shall occur:

| | (i)       
               the Trustee shall fail to comply with Section 8.08 after written request
               therefor by the Company or by any Noteholder who has been a bona fide holder of
               a Note or Notes for at least six months; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the Trustee shall cease to be eligible in accordance with the provisions of
               Section 8.09 and shall fail to resign after written request therefor by the
               Company or by any such Noteholder; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
               insolvent, or a receiver of the Trustee or of its property shall be appointed,
               or any public officer shall take charge or control of the Trustee or of its
               property or affairs for the purpose of rehabilitation, conservation or
               liquidation,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then, in any such case, the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the provisions of
Section 7.09, any Noteholder who has been a bona fide holder of a Note or Notes for at
least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee; provided that if no successor Trustee shall have been appointed and
have accepted appointment 60 days after either the Company or the Noteholders has removed
the Trustee, or the Trustee resigns, the Trustee so removed may petition, at the expense
of the Company, any court of competent jurisdiction for an appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

(c)       
          The holders of a majority in aggregate principal amount of the Notes at the time
          outstanding may at any time remove the Trustee and nominate a successor trustee
          which shall be deemed appointed as successor trustee unless, within ten days
          after notice to the Company of such nomination, the Company objects thereto, in
          which case the Trustee so removed or any Noteholder, or if such Trustee so
          removed or any Noteholder fails to act, the Company, upon the terms and
          conditions and otherwise as in Section 8.10(a) provided, may petition any court
          of competent jurisdiction for an appointment of a successor trustee.

(d)       
          Any resignation or removal of the Trustee and appointment of a successor trustee
          pursuant to any of the provisions of this Section 8.10 shall become effective
          upon acceptance of appointment by the successor trustee as provided in Section
          8.11.

Section 8.11. Acceptance
by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, duties
and obligations of its predecessor hereunder, with like effect as if originally named as
trustee herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amount then due
it pursuant to the provisions of Section 8.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee so ceasing
to act. Upon request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by such trustee
as such, except for funds held in trust for the benefit of holders of particular Notes, to
secure any amounts then due it pursuant to the provisions of Section 8.06.

No successor trustee shall
accept appointment as provided in this Section 8.11 unless, at the time of such
acceptance, such successor trustee shall be qualified under the provisions of Section 8.08
and be eligible under the provisions of Section 8.09.

Upon acceptance of
appointment by a successor trustee as provided in this Section 8.11, the Company (or the
former trustee, at the written direction of the Company) shall mail or cause to be mailed
notice of the succession of such trustee hereunder to the holders of Notes at their
addresses as they shall appear on the Note Register. If the Company fails to mail such
notice within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the Company.

Section 8.12. Succession
by Merger. Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created by this
Indenture), shall be the successor to the Trustee hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided
that in the case of any Person succeeding to all or substantially all of the corporate
trust business of the Trustee, such Person shall be qualified under the provisions of
Section 8.08 and eligible under the provisions of Section 8.09.

In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture, any of the
Notes shall have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor trustee or authenticating
agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and
in case at that time any of the Notes shall not have been authenticated, any successor to
the Trustee or any authenticating agent appointed by such successor trustee may
authenticate such Notes in the name of the successor trustee; and in all such cases such
certificates shall have the full force that is provided in the Notes or in this Indenture;
provided that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.

Section 8.13. Preferential
Collection of Claims. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Notes), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).

ARTICLE 9 THE NOTEHOLDERS

Section 9.01. Action by
Noteholders. Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Notes may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any instrument or
any number of instruments of similar tenor executed by Noteholders in person or by agent
or proxy appointed in writing, or (b) by the record of the holders of Notes voting in
favor thereof at any meeting of Noteholders duly called and held in accordance with the
provisions of Article 10, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Noteholders. Whenever the Company or the Trustee
solicits the taking of any action by the holders of the Notes, the Company or the Trustee
may fix in advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall he not more than 15 days prior to the
date of commencement of the solicitation of such action.

Section 9.02. Proof of
Execution by Noteholders. Subject to the provisions of Section 8.01, 8.02 and 10.05, proof
of the execution of any instrument by a Noteholder or its agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the registry of such Notes or by a certificate of the
Note Registrar.

The record of any
Noteholders meeting shall be proved in the manner provided in Section 10.06.

Section 9.03. Who Are
Deemed Absolute Owners. The Company, the Trustee, any Paying Agent, any Conversion Agent
and any Note Registrar may deem the Person in whose name such Note shall be registered
upon the Note Register to be, and may treat it as, the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of ownership
or other writing thereon made by any Person other than the Company or any Note Registrar)
for the purpose of receiving payment of or on account of the principal of and Interest on
such Note, for conversion of such Note and for all other purposes; and neither the Company
nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall
be affected by any notice to the contrary. All such payments so made to any holder for the
time being, or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for monies payable upon any such
Note.

Section 9.04.
Company-owned Notes Disregarded. In determining whether the holders of the requisite
aggregate principal amount of Notes have concurred in any direction, consent, waiver or
other action under this Indenture, Notes which are owned by the Company or any other
obligor on the Notes or any Affiliate of the Company or any other obligor on the Notes
shall be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action, only Notes
which a Responsible Officer knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as outstanding for the purposes of
this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the
pledgees right to vote such Notes and that the pledgee is not the Company, any other
obligor on the Notes or any Affiliate of the Company or any such other obligor. In the
case of a dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers Certificate listing and
identifying all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons, and, subject to Section 8.01, the Trustee
shall be entitled to accept such Officers Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Notes listed therein are outstanding for
the purpose of any such determination.

Section 9.05. Revocation
of Consents, Future Holders Bound. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 9.01, of the taking of any action by the holders of
the percentage in aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the evidence to be
included in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of holding as
provided in Section 9.02, revoke such action so far as concerns such Note. Except as
aforesaid, any such action taken by the holder of any Note shall be conclusive and binding
upon such holder and upon all future holders and owners of such Note and of any Notes
issued in exchange or substitution therefor, irrespective of whether any notation in
regard thereto is made upon such Note or any Note issued in exchange or substitution
therefor.

ARTICLE 10 MEETINGS OF NOTEHOLDERS

Section 10.01. Purpose of
Meetings. A meeting of Noteholders may be called at any time and from time to time
pursuant to the provisions of this Article 10 for any of the following purposes:

| | (1)       
               to give any notice to the Company or to the Trustee or to give any directions to
               the Trustee permitted under this Indenture, or to consent to the waiving of any
               default or Event of Default hereunder and its consequences, or to take any other
               action authorized to be taken by Noteholders pursuant to any of the provisions
               of Article 7;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               to remove the Trustee and nominate a successor trustee pursuant to the
               provisions of Article 8;
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               to consent to the execution of an indenture or indentures supplemental hereto
               pursuant to the provisions of Section 11.02; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)       
               to take any other action authorized to be taken by or on behalf of the holders
               of any specified aggregate principal amount of the Notes under any other
               provision of this Indenture or under applicable law.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 10.02. Call of
Meetings by Trustee. The Trustee may at any time call a meeting of Noteholders to take any
action specified in Section 10.01, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of the Noteholders, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at
such meeting and the establishment of any record date pursuant to Section 9.01, shall be
mailed to holders of Notes at their addresses as they shall appear on the Note Register.
Such notice shall also be mailed to the Company. Such notices shall be mailed not less
than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Noteholders
shall be valid without notice if the holders of all Notes then outstanding are present in
person or by proxy or if notice is waived before or after the meeting by the holders of
all Notes outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

Section 10.03. Call of
Meetings by Company or Noteholders. In case at any time the Company, pursuant to a
resolution of its Board of Directors, or the holders of at least 10% in aggregate
principal amount of the Notes then outstanding, shall have requested the Trustee to call a
meeting of Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of
such meeting within 20 days after receipt of such request, then the Company or such
Noteholders may determine the time and the place for such meeting and may call such
meeting to take any action authorized in Section 10.01, by mailing notice thereof as
provided in Section 10.02.

Section 10.04.
Qualifications for Voting. To be entitled to vote at any meeting of Noteholders a person
shall (a) be a holder of one or more Notes on the record date pertaining to such meeting
or (b) be a person appointed by an instrument in writing as proxy by a holder of one or
more Notes on the record date pertaining to such meeting. The only persons who shall be
entitled to be present or to speak at any meeting of Noteholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

Section 10.05.
Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Noteholders, in
regard to proof of the holding of Notes and of the appointment of proxies, and in regard
to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Noteholders as provided in Section 10.03, in
which case the Company or the Noteholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote pf the holders of a majority in
principal amount of the Notes represented at the meeting and entitled to vote at the
meeting.

Subject to the provisions
of Section 9.04, at any meeting each Noteholder or proxyholder shall be entitled to one
vote for each $1,000 principal amount of Notes held or represented by him; provided that
no vote shall be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman
of the meeting shall have no right to vote other than by virtue of Notes held by him or
instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of
other Noteholders. Any meeting of Noteholders duly called pursuant to the provisions of
Section 10.02 or 10.03 may be adjourned from time to time by the holders of a majority of
the aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 10.06. Voting. The
vote upon any resolution submitted to any meeting of Noteholders shall be by written
ballot on which shall be subscribed the signatures of the holders of Notes or of their
representatives by proxy and the outstanding principal amount of the Notes held or
represented by them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Noteholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 10.02. The record shall show the principal amount of the
Notes voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

Section 10.07. No Delay of
Rights by Meeting. Nothing contained in this Article 10 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Noteholders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or delay in
the exercise of any right or rights conferred upon or reserved to the Trustee or to the
Noteholders under any of the provisions of this Indenture or of the Notes.

ARTICLE 11 
SUPPLEMENTAL INDENTURES

Section 11.01.
Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by
the resolutions of the Board of Directors, and the Trustee may, from time to time, and at
any time enter into an indenture or indentures supplemental hereto for one or more of the
following purposes:

(a)       
          make provision with respect to the conversion rights of the holders of Notes
          pursuant to the requirements of Section 15.06 or the repurchase obligations of
          the Company pursuant to the requirements of Section 3.08(h).

(b)       
          to convey, transfer, assign, mortgage or pledge to the Trustee as security for
          the Notes, any property or assets or to add guarantees with respect to the
          Notes;

(c)       
          surrender any of the Companys rights or powers under the Indenture
          (including, without limitation, its right to pay any part of the Repurchase
          Price of the Notes with Common Stock as provided for in this Indenture occurring
          on a date after the date of such amendment);

(d)       
          to evidence the succession of another Person to the Company, or successive
          successions, and the assumption by the successor Person of the covenants,
          agreements and obligations of the Company pursuant to Article 12;

(e)       
          to add to the covenants of the Company such further covenants, restrictions or
          conditions for the benefit of the holders of Notes, and to make the occurrence,
          or the occurrence and continuance, of a default in any such additional
          covenants, restrictions or conditions a default or an Event of Default
          permitting the enforcement of all or any of the several remedies provided in
          this Indenture as herein set forth; provided that in respect of any such
          additional covenant, restriction or condition, such supplemental indenture may
          provide for a particular period of grace after default (which period may be
          shorter or longer than that allowed in the case of other defaults) or may
          provide for an immediate enforcement upon such default or may limit the remedies
          available to the Trustee upon such default;

(f)       
          to provide for the issuance under this Indenture of Notes in coupon form
          (including Notes registrable as to principal only) and to provide for
          exchangeability of such Notes with the Notes issued hereunder in fully
          registered form and to make all appropriate changes for such purpose;

(g)       
          to cure any ambiguity or to correct or supplement any provision contained herein
          or in any supplemental indenture that may be defective or inconsistent with any
          other provisions contained herein or in any supplemental indenture, or to make
          such other provision in regard to matters or questions arising under this
          Indenture that shall not materially adversely affect the interests of the
          holders of the Notes;

(h)       
          to evidence and provide for the acceptance of appointment hereunder by a
          successor Trustee with respect to the Notes;

(i)       
          to modify, eliminate or add to the provisions of this Indenture to such extent
          as shall be necessary to effect the qualifications of this Indenture under the
          Trust Indenture Act, or under any similar federal statute hereafter enacted; or

(j)       
          make other changes to the Indenture or forms or terms of the Notes, provided no
          such change individually or in the aggregate with all other such changes has or
          will have a material adverse effect on the interests of the Noteholders.

Upon the written request
of the Company, accompanied by a copy of the resolutions of the Board of Directors
certified by its Secretary or Assistant Secretary authorizing the execution of any
supplemental indenture, the Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate agreements
and stipulations that may be therein contained and to accept the conveyance, transfer and
assignment of any property thereunder, but the Trustee shall not be obligated to, but may
in its discretion, enter into any supplemental indenture that affects the Trustees
own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture
authorized by the provisions of this Section 11.01 may be executed by the Company and the
Trustee without the consent of the holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 11.02.

Notwithstanding any other
provision of the Indenture or the Notes, the Registration Rights Agreement and the
obligation to pay Additional Amounts thereunder may be amended, modified or waived in
accordance with the provisions of the Registration Rights Agreement.

Section 11.02.
Supplemental Indenture with Consent of Noteholders. With the consent (evidenced as
provided in Article 9) of the holders of at least a majority in aggregate principal amount
of the Notes at the time outstanding, the Company, when authorized by the resolutions of
the Board of Directors, and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders of the
Notes; provided that no such supplemental indenture shall (i) reduce the principal amount
of or change the Stated Maturity of any Note, (ii) reduce the rate or extend the time of
payment of Interest on any Note, (iii) reduce any amount payable on redemption or
repurchase of any Note (including upon the occurrence of a Fundamental Change) or change
the time at which the circumstances under which the Notes may or shall be redeemed or
repurchased, (iv) impair the right of any Noteholder to institute suit for the payment on
any Note, (v) make the principal or Interest of any Note payable in any coin or currency
other than that provided in the Notes, (vi) impair the right to convert the Notes into
Common Stock subject to the terms set forth herein, (vii) reduce the number of shares of
Common Stock or other property receivable upon conversion, (viii) modify any of the
provisions of this Section 11.02 or Section 7.07, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the holder of each Note so affected, (ix) change any obligation of
the Company to maintain an office or agency in the places and for the purposes set forth
in Section 5.02, (x) reduce the quorum or voting requirements set forth in Article 10 or
(xi) reduce the aforesaid percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders of all
Notes then outstanding.

Upon the written request
of the Company, accompanied by a copy of the resolutions of the Board of Directors
certified by its Secretary or Assistant Secretary authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustees own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.

It shall not be necessary
for the consent of the Noteholders under this Section 11.02 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

Section 11.03. Effect of
Supplemental Indenture. Any supplemental indenture executed pursuant to the provisions of
this Article 11 shall comply with the Trust Indenture Act, as then in effect, provided
that this Section 11.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act, nor shall it constitute any admission or acknowledgment by
any party to such supplemental indenture that any such qualification is required prior to
the time such qualification is in fact required under the terms of the Trust Indenture Act
or the Indenture has been qualified under the Trust Indenture Act. Upon the execution of
any supplemental indenture pursuant to the provisions of Article 11, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the respective
rights, limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the holders of Notes shall thereafter be determined,
exercised and enforced hereunder, subject in all respects to such modifications and
amendments and all the terms and conditions of any such supplemental indenture shall be
and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

Section 11.04. Notation on
Notes. Notes authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article 11 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company or
the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture contained in any
such supplemental indenture may, at the Companys expense, be prepared and executed
by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by
the Trustee pursuant to Section 16.12) and delivered in exchange for the Notes then
outstanding, upon surrender of such Notes then outstanding.

Section 11.05. Evidence of
Compliance of Supplemental Indenture to Be Furnished to Trustee. Prior to entering into
any supplemental indenture, the Trustee shall be provided with an Officers
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant hereto complies with the requirements of this Article 11 and
is otherwise authorized or permitted by this Indenture.

ARTICLE 12 CONSOLIDATION, MERGER,
SALE, CONVEYANCE AND LEASE

Section 12.01. Company May
Consolidate on Certain Terms. Subject to the provisions of Section 12.02, the Company
shall not consolidate or merge with or into any other Person or Persons (whether or not
affiliated with the Company), nor shall the Company or its successor or successors be a
party or parties to successive consolidations or mergers, nor shall the Company sell,
convey, transfer or lease the property and assets of the Company substantially as an
entirety, to any other Person (whether or not affiliated with the Company), unless: (i)
the Company is the surviving Person, or the resulting, surviving or transferee Person (if
other than the Company) is a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia; (ii) upon any
such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual
payment of the principal of and Interest on all of the Notes, according to their tenor and
the due and punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company, shall be expressly assumed, by supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by
the Person (if other than the Company) formed by such consolidation, or into which the
Company shall have been merged, or by the Person that shall have acquired or leased such
property, and such supplemental indenture shall provide for the applicable conversion
rights set forth in Section 15.06; and (iii) immediately after giving effect to the
transaction described above, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and be
continuing.

Section 12.02. Successor
to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer
or lease and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and Interest on all of the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to be
performed by the Company, such successor Person shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of this
first part. Such successor Person thereupon may cause to be signed, and may issue either
in its own name or in the name of Apria Healthcare Group Inc. any or all of the Notes,
issuable hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead of the
Company and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated
and delivered, any Notes that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Notes that such
successor Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Notes so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Notes theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale, conveyance,
transfer or lease, the Person named as the Companyin the first paragraph of
this Indenture or any successor that shall thereafter have become such in the manner
prescribed in this Article 12 may be dissolved, wound up and liquidated at any time
thereafter and such Person shall be released from its liabilities as obligor and maker of
the Notes and from its obligations under this Indenture.

In case of any such
consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology
and form (but not in substance) may be made in the Notes thereafter to be issued as may be
appropriate.

Section 12.03. Opinion of
Counsel to Be Given Trustee. The Trustee shall receive an Officers Certificate and
an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or lease and any such assumption complies with the provisions of this
Article 12.

ARTICLE 13 SATISFACTION AND
DISCHARGE OF INDENTURE

Section 13.01. Discharge
of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes
theretofore authenticated (other than any Notes that have been destroyed, lost or stolen
and in lieu of or in substitution for which other Notes shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable and the
Company shall deposit with the Trustee, in trust, funds sufficient to pay all amounts due
and owing on Notes (other than any Notes that shall have been mutilated, destroyed, lost
or stolen and in lieu of or in substitution for which other Notes shall have been
authenticated and delivered) not theretofore canceled or delivered to the Trustee for
cancellation, accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial professional
satisfactory to the Trustee, and if in either case the Company shall also pay or cause to
be paid all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect (except as to (i) remaining rights of registration of transfer,
substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to
receive payments of principal of and Interest on the Notes and the other rights, duties
and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if
any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the
Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an
Officers Certificate and an Opinion of Counsel as required by Section 16.05 and at
the cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; the Company, however, hereby agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture or the
Notes.

Section 13.02. Paying
Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all
monies then held by any Paying Agent of the Notes (other than the Trustee) shall, upon
written request of the Company, be repaid to it or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such monies.

Section 13.03. Return of
Unclaimed Monies. Subject to the requirements of applicable law, any monies deposited with
or paid to the Trustee for payment of the principal of or Interest on Notes and not
applied but remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of or Interest on such Notes, as the case may be, shall have become
due and payable, shall be repaid to the Company by the Trustee on demand and all liability
of the Trustee shall thereupon cease with respect to such monies; and the holder of any of
the Notes shall thereafter look only to the Company for any payment that such holder may
be entitled to collect unless an applicable abandoned property law designates another
Person.

ARTICLE 14IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.01. Indenture
and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or
Interest on any Note, or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Note, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of the
Notes.

ARTICLE 15 CONVERSION OF NOTES

Section 15.01. Right to
Convert. (a) Subject to and upon compliance with the provisions of this Indenture, prior
to the close of business on September 1, 2033, the holder of any Note shall have the
right, at such holders option, to convert the principal amount of the Note, or any
portion of such principal amount which is a multiple of $1,000, into fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted) at the
Conversion Rate in effect at such time, by surrender of the Note so to be converted in
whole or in part, together with any required funds, under the circumstances described in
this Section 15.01 and in the manner provided in Section 15.02. The Notes shall be
convertible only during the following periods upon the occurrence of one of the following
events:

| | (i)       
               during any calendar quarter after the quarter ended September 30, 2003 (and only
               during such calendar quarter) if the Last Reported Sale Price for the Common
               Stock for at least 20 Trading Days during the period of 30 consecutive Trading
               Days ending on the last Trading Day of the previous calendar quarter equals or
               exceeds 130% of the Conversion Price on such last Trading Day;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               during the five Business Day period immediately after any five consecutive
               Trading Day period in which the Trading Price per $1,000 principal amount of the
               Notes for each day of such five day measurement period was less than 98% of the
               product of the Last Reported Sale Price of the Common Stock on the applicable
               date and the Conversion Rate; provided, however, that the Notes shall not be
               convertible pursuant to this Section 15.01(a)(ii) after September 1, 2028 if on
               any Trading Day during such measurement period the Last Reported Sale Price of
               the Common Stock was between 100% and 130% of the then current Conversion Price
               of the Notes.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               in the event that the Company calls the Notes for redemption, at any time prior
               to the close of business on the second Business Day immediately preceding the
               Redemption Date; provided that only those Notes that are called for redemption
               may be converted following such an event;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               as provided in Section (b) of this Section 15.01; or
| | -------------------------------------------------------------------------------

| | (v)       
               after the date, if ever, on which either Moodys Investors Service, Inc.
               (Moodys) or Standard & Poors Ratings Services
               (S&P) assigns an initial credit rating to the Notes, then during
               any period in which (1) the credit rating assigned to the Notes by either
               Moodys Investors Service or S&P is three or more rating subcategories
               below the initial credit rating assigned by Moodys or S&P, as the case
               may be or (2) either Moodys or S&P shall have discontinued, withdrawn
               or suspended their ratings of the Notes, as the case may be, if such ratings
               agency had previously rated the Notes; provided, however, that nothing in this
               Indenture shall obligate the Company to obtain a credit rating for the Notes.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company or its
designated agent shall determine on a daily basis during the time period specified in
Section 15.01(a)(i) whether the Notes shall be convertible as a result of the occurrence
of an event specified in clause (i) above and, if the Notes shall be so convertible, the
Company shall promptly deliver to the Trustee (or other Conversion Agent appointed by the
Company) written notice thereof. Whenever the Notes shall become convertible pursuant to
this Section 15.01, the Company or, at the Companys request, the Trustee in the name
and at the expense of the Company, shall notify the holders of the event triggering such
convertibility in the manner provided in section 16.03, and the Company shall also
publicly announce such information by publication on the Companys Web site or
through such other public medium as it may use at such time. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the holder receives such
notice.

The Trustee (or other
Conversion Agent appointed by the Company) shall have no obligation to determine the
Trading Price for purposes of Section 15.01(a)(ii) unless the Company has requested in
writing such a determination; and the Company shall have no obligation to make such
request unless a holder provides it with reasonable evidence that the Trading Price per
$1,000 principal amount of Notes is less than 98% of the product of the Last Reported Sale
Price of the Common Stock and the Conversion Rate. Such evidence shall be in writing and
delivered by the holder to the Treasurer of the Company by fax or certified or express
mail to the address or fax number specified in Section 16.03 hereof. Such request shall
state that the holder has a reasonable belief that the Trading Price per $1,000 principal
amount of Notes is less than 98% of the product of the Last Reported Sale Price of the
Common Stock and the Conversion Rate (which request shall also include the evidence with
respect thereto) and shall state that the holder is requesting that the Company request
the Trustee (or other Conversion Agent appointed by the Company) to determine whether or
not the Notes are convertible into Common Stock pursuant to Section 15.01(a)(ii) of this
Indenture. If such notice and evidence is provided, the Company shall instruct the Trustee
(or other Conversion Agent) in writing to determine the Trading Price of the Notes
beginning on the next Trading Day and on each successive Trading Day until, and only
until, the Trading Price per $1,000 principal amount of Notes is greater than or equal to
98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate.

The Trustee shall be
entitled at its sole discretion to consult with the Company and to request the assistance
of the Company in connection with the Trustees duties and obligations pursuant to
Section 15.01(a) hereof, and the Company agrees, if requested by the Trustee, to cooperate
with, and provide assistance to, the Trustee in carrying out its duties under this Section
15.01; provided, however, that nothing herein shall be construed to relieve the Trustee of
its duties pursuant to Section 15.01(a) hereof.

(b)       
          In addition, if:

| | (i)       
               (A) the Company distributes to all holders of its Common Stock rights or
               warrants entitling them (for a period expiring within 45 days of the date of the
               distribution) to subscribe for or purchase shares of Common Stock at a price per
               share less than the Last Reported Sale Price on the Trading Day immediately
               preceding the declaration date of the distribution, or (B) the Company
               distributes to all holders of Common Stock assets (including cash), debt
               securities or rights to purchase securities of the Company, which distribution
               has a per share value as determined by the Companys Board of Directors and
               set forth in a Board Resolution exceeding 10% of the Last Reported Sale Price of
               the Common Stock on the Trading Day immediately preceding the declaration date
               for such distribution, then, in either case, the Notes may be surrendered for
               conversion at any time on and after the date that the Company gives notice to
               the holders of such distribution, which shall be not less than 20 Business Days
               prior to the Ex-Dividend Date for such distribution, until the earlier of the
               close of business on the Business Day immediately preceding, but not including,
               the Ex-Dividend Date or the date the Company publicly announces that such
               distribution will not take place; provided that no holder of a Note will have
               the ability to convert and no adjustment to the Conversion Price will be made if
               the holder will otherwise participate in such distribution without conversion;
               or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the Company consolidates with or merges with or into another Person or is a
               party to a binding share exchange or conveys, transfers, sells, leases or
               otherwise disposes of all or substantially all of its properties and assets in
               each case pursuant to which the Common Stock is converted into cash or property
               other than securities, then the Notes may be surrendered for conversion at any
               time from and after the date 15 days prior to the anticipated effective date of
               the transaction and ending on and including the date 15 days after the
               anticipated effective date of the transaction.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Board of Directors shall determine the anticipated effective date of the transaction, and
such determination shall be conclusive and binding on the holders and shall be publicly
announced by the Company by publication on its Web site or through such other public
medium as it may use at that time not later than two Business Days prior to such 15th day.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)       
          A Note in respect of which a holder is electing to exercise its option to
          require repurchase upon a Fundamental Change pursuant to Section 3.05 or
          repurchase pursuant to Section 3.06 may be converted only if such holder
          withdraws its election in accordance with Section 3.08(d). A holder of Notes is
          not entitled to any rights of a holder of Common Stock until such holder has
          converted his Notes to Common Stock, and only to the extent such Notes are
          deemed to have been converted to Common Stock under this Article 15.

Section 15.02. Exercise of
Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest
or Dividends; Settlement of Cash or Common Stock Upon Conversion. (a) In order to exercise
the conversion privilege with respect to any Note in certificated form, the Company must
receive at the office or agency of the Company maintained for that purpose or, at the
option of such holder, the Corporate Trust Office, such Note with the original or
facsimile of the form entitled Form of Conversion Noticeon the reverse
thereof (the Conversion Notice), duly completed and manually signed, together
with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by
the penultimate paragraph of this Section 15.02. Such notice shall also state the name or
names (with address or addresses) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be issued, and shall be
accompanied by the amount of any transfer or similar taxes which are payable in connection
with such conversion, if required pursuant to Section 15.07. The Conversion Agent shall
provide copies of the Form of Conversion Notice to holders of Notes upon request.

In order to exercise the
conversion privilege with respect to any interest in a Global Note, the beneficial holder
must complete, or cause to be completed, the appropriate instruction form for conversion
pursuant to the Depositarys book-entry conversion program, deliver, or cause to be
delivered, by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
Conversion Agent, and pay the funds, if any, required by this Section 15.02 and any
transfer taxes or similar taxes which are payable in connection with such conversion if
required pursuant to Section 15.07.

(b)       
          As promptly as practicable after satisfaction of the requirements for conversion
          set forth above, subject to compliance with any restrictions on transfer if
          shares issuable on conversion are to be issued in a name other than that of the
          Noteholder (as if such transfer were a transfer of the Note or Notes (or portion
          thereof) so converted), the Company shall issue and shall deliver to such
          Noteholder at the office or agency maintained by the Company for such purpose
          pursuant to Section 5.02, a certificate or certificates for the number of full
          shares of Common Stock issuable upon the conversion of such Note or portion
          thereof as determined by the Company in accordance with the provisions of this
          Article 15 and a check or cash in respect of any fractional interest in respect
          of a share of Common Stock arising upon such conversion, calculated by the
          Company as provided in Section 15.03. In case any Note of a denomination greater
          than $1,000 shall be surrendered for partial conversion, and subject to Section
          2.03, the Company shall execute and the Trustee shall authenticate and deliver
          to the holder of the Note so surrendered, without charge to him, a new Note or
          Notes in authorized denominations in an aggregate principal amount equal to the
          unconverted portion of the surrendered Note.

(c)       
Each conversion shall be deemed to have been effected as to any such Note (or
portion thereof) on the date on which the requirements set forth above in this
Section 15.02 have been satisfied as to such Note (or portion thereof) (such
date, the Conversion Date), and the Person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become on said date the holder of record
of the shares represented thereby; provided that any such surrender on any date
when the stock transfer books of the Company shall be closed shall constitute
the Person in whose name the certificates are to be issued as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion shall be at the Conversion Rate in effect on
the date upon which such Note shall be surrendered.

(d)       
          Any Note or portion thereof surrendered for conversion during the period from
          the close of business on any Regular Record Date to the close of business on the
          Business Day preceding the following Interest Payment Date that has not been
          called for redemption during such period shall be accompanied by payment, in
          immediately available funds or other funds acceptable to the Company, of an
          amount equal to the Interest otherwise payable on such Interest Payment Date on
          the principal amount being converted; provided that no such payment need be made
          (1) if the Company has specified a Redemption Date or a Fundamental Change
          Repurchase Date that is after a Regular Record Date and prior to the next
          Interest Payment Date or (2) to the extent of any overdue Interest, if any
          overdue Interest exists at the time of conversion with respect to such Note.
          Except as provided above in this Section 15.02, no payment or other adjustment
          shall be made for Interest accrued on any Note converted or for dividends on any
          shares issued upon the conversion of such Note as provided in this Article 15.

(e)       
          Upon the conversion of an interest in a Global Note, the Trustee (or other
          Conversion Agent appointed by the Company), or the Custodian at the direction of
          the Trustee (or other Conversion Agent appointed by the Company), shall make a
          notation on such Global Note as to the reduction in the principal amount
          represented thereby. The Company shall notify the Trustee in writing of any
          conversions of Notes effected through any Conversion Agent other than the
          Trustee.

(f)       
          Upon the conversion of a Note, that portion of the accrued but unpaid Interest
          with respect to the converted Note shall not be cancelled, extinguished or
          forfeited, but rather shall be deemed to be paid in full to the holder thereof
          through delivery of the Common Stock (together with the cash payment, if any in
          lieu of fractional shares) in exchange for the Note being converted pursuant to
          the provisions hereof; and the fair market value of such shares of Common Stock
          (together with any such cash payment in lieu of fractional shares) shall be
          treated as issued, to the extent thereof, first in exchange for and in
          satisfaction of the Companys obligation to pay the principal amount of the
          converted Note and the accrued but unpaid Interest, and the balance, if any, of
          such fair market value of such Common Stock (and any such cash payment) shall be
          treated as issued in exchange for and in satisfaction of the right to convert
          the Note being converted pursuant to the provisions hereof.

(g)       
In the event that the Company receives a Conversion Notice on or prior to
(1) the date on which the Company gives a Redemption Notice or (2) the
date that is 20 days prior to the Stated Maturity of the Notes (the Final
Notice Date), the following procedures shall apply:

|(i) | If the Company elects to satisfy all or any portion of its obligation to
convert the Notes (the Conversion Obligation) in cash, the Company
shall notify holders through the Trustee of the dollar amount to be satisfied in
cash (which must be expressed either as 100% of the Conversion Obligation or as
a fixed dollar amount) at any time on or before the date that is two Business
Days following the Conversion Date (the Cash Settlement Notice
Period). If the Company timely elects to pay cash for any portion of the
Common Stock otherwise issuable to holders upon conversion, holders may retract
the Conversion Notice at any time during the two Business Days following the
final day of the Cash Settlement Notice Period (the Conversion Retraction
Period). No such retraction can be made (and a Conversion Notice shall be
irrevocable) if the Company does not elect to deliver cash in lieu of Common
Stock (other than cash in lieu of fractional shares). Upon the expiration of a
Conversion Retraction Period, a Conversion Notice shall be irrevocable. If the
Company elects to satisfy all or any portion of the Conversion Obligation in
cash, and the applicable Conversion Notice has not been retracted, then
settlement (in cash or in cash and Common Stock) will occur on the Business Day
following the final day of the 20-Trading Day period beginning on the day after
the final day of the Conversion Retraction Period (the Cash Settlement
Averaging Period).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If the Company does not elect to satisfy any part of the Conversion Obligation
          in cash (other than cash in lieu of any fractional shares), delivery of the
          Common Stock into which the Notes are converted (and cash in lieu of any
          fractional shares) shall occur through the Conversion Agent as described above
          as soon as practicable on or after the Conversion Date.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)       
          Settlement amounts will be computed as follows:

|(i) | If the Company elects to satisfy the entire Conversion Obligation in Common
          Stock, it shall deliver to holders that have delivered the Conversion Notice
          giving rise to the Conversion Obligation a number of shares of Common Stock
          equal to (i) the aggregate principal amount of Notes to be converted
          divided by 1,000, multiplied by (ii) the Conversion Rate. In addition, the
          Company shall pay cash for any fractional shares of Common Stock based on the
          Last Reported Sale Price of the Common Stock on the Trading Day immediately
          preceding the Conversion Date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If the Company elects to satisfy the entire Conversion Obligation in cash, it
          shall deliver to holders that have delivered the Conversion Notice giving rise
          to the Conversion Obligation cash in an amount equal to the product of:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) | a number equal to (i) the aggregate principal amount of Notes to be
          converted divided by 1,000, multiplied by (ii) the Conversion Rate; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | the average Last Reported Sale Price of the Common Stock during the Cash
          Settlement Averaging Period.
|--- | ---------------------------------------------------------------------------------------------------------------

|(iii) | If the Company elects to satisfy a fixed portion (other than 100%) of the
Conversion Obligation in cash, it will deliver to holders the specified cash
amount (the Cash Amount) and a number of Common Stock equal to the
greater of (i) zero and (ii) the excess, if any, of the number of
Common Stock calculated as if the Company elected to satisfy the entire
Conversion Obligation in shares over the number of shares equal to the sum, for
each day of the Cash Settlement Averaging Period, of (x) 5% of the Cash
Amount, divided by (y) the Last Reported Sale Price of the Common Stock. In
addition, the Company shall pay cash for all fractional Common Stock based on
the average Last Reported Sale Price of the Common Stock during the Cash
Settlement Averaging Period.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)       
          The Company must determine whether or not it will satisfy all or a portion of
          the conversion obligation in cash at the time it issues a Redemption Notice or a
          Final Maturity Notice and such notices will state the amount of the Conversion
          Obligation to be settled in cash. In the event that the Company receives a
          Conversion Notice after the date a Redemption Notice or the Final Maturity
          Notice has been issued, settlement amounts will be computed and settlement dates
          will be determined in the same manner as set forth in clauses (g) and (h) of
          this Section 15.02 except that the Cash Settlement Averaging Period shall be the
          20 Trading Day period beginning on the Trading Day after the Conversion Date. If
          a Conversion Notice is received from holders of Notes after the date that a
          Redemption Notice or the Final Maturity Notice has been issued, such holders may
          not retract their Conversion Notice. Settlement (in cash and/or Common Stock)
          will occur on the Business Day following the final day of such Cash Settlement
          Averaging Period.

Section 15.03. Cash
Payments in Lieu of Fractional Shares. No fractional shares of Common Stock or scrip
certificates representing fractional shares shall be issued upon conversion of Notes. If
more than one Note shall be surrendered for conversion at one time by the same holder, the
number of full shares that shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Notes (or specified portions thereof to the
extent permitted hereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an adjustment
and payment therefor in cash to the holder of Notes at the Last Reported Sale Price on the
last Trading Day immediately preceding the day on which the Notes (or specified portions
thereof) are deemed to have been converted.

Section 15.04. Conversion
Rate. Each $1,000 principal amount of the Notes shall be convertible into the number of
shares of Common Stock specified in the form of Note (herein called the Conversion
Rate) attached as Exhibit A hereto (initially 28.6852 shares), subject to adjustment
as provided in this Article 15.

Section 15.05. Adjustment
of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company
as follows:

(a)       
          In case the Company shall pay a dividend or make a distribution to all holders
          of the outstanding Common Stock in shares of Common Stock, the Conversion Rate,
          as in effect at the opening of business on the day following the date fixed for
          the determination of stockholders entitled to receive such dividend or other
          distribution, shall be increased by dividing such Conversion Rate by a fraction,

| | (i)       
               the numerator of which shall be the number of shares of Common Stock outstanding
               at the close of business on the date fixed for such determination, and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the denominator of which shall be the sum of such number of shares and the total
               number of shares constituting such dividend or other distribution,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such increase to become effective immediately after the
opening of business on the Business Day following the date fixed for such determination.
The Company will not pay any dividend or make any distribution on shares of Common Stock
held in treasury by the Company. If any dividend or distribution of the type described in
this Section 15.05(a) is declared but not so paid or made, the Conversion Rate shall again
be adjusted to the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

(b)       
          In case the Company shall (other than pursuant to a dividend reinvestment plan
          or share purchase plan) issue rights, options or warrants to all holders of its
          Common Stock entitling them, for a period expiring within 60 days after the date
          of issuance of such rights, options or warrants, to subscribe for or purchase
          shares of Common Stock at a price per share less than the Current Market Price
          per share of the Common Stock on the date of issuance of such rights, options or
          warrants, the Conversion Rate in effect at the opening of business on the day
          following the date fixed for such determination shall be increased by dividing
          such Conversion Rate by a fraction,

| | (i)       
               the numerator of which shall be the number of shares of Common Stock outstanding
               at the close of business on the date fixed for such determination plus the
               number of shares of Common Stock which the aggregate offering price of the total
               number of shares of Common Stock so offered for subscription or purchase would
               purchase at such Current Market Price, and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the denominator of which shall be the number of shares of Common Stock
               outstanding at the close of business on the date fixed for such determination
               plus the number of shares of Common Stock so offered for subscription or
               purchase at such below Current Market Price.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Such adjustment shall be successively made whenever any
such rights, options or warrants are issued and shall become effective immediately after
the opening of business on the Business Day following the date fixed for such
determination. The Company shall not issue any such rights, options or warrants in respect
of shares of Common Stock held in treasury by the Company. To the extent that shares of
Common Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect
had the adjustments made upon the issuance of such rights, options or warrants been made
on the basis of delivery of only the number of shares of Common Stock actually delivered.
If such rights, options or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such date fixed for the
determination of stockholders entitled to receive such rights, options or warrants had not
been fixed.

In determining whether any rights, options or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less than such
Current Market Price, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by the Company
for such rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined by the
Board of Directors.

(c)       
          In case outstanding shares of Common Stock shall be subdivided or split into a
          greater number of shares of Common Stock, the Conversion Rate in effect at the
          opening of business on the day following the day upon which such subdivision or
          split becomes effective shall be proportionately increased, and, conversely, in
          case outstanding shares of Common Stock shall be combined into a smaller number
          of shares of Common Stock, the Conversion Rate in effect at the opening of
          business on the day following the day upon which such combination becomes
          effective shall be proportionately reduced, such increase or reduction, as the
          case may be, to become effective immediately after the opening of business on
          the day following the day upon which such subdivision, split or combination
          becomes effective.

(d)       
          In case the Company shall, by dividend or otherwise, distribute to all holders
          of its Common Stock evidences of its indebtedness, shares of capital stock,
          securities, cash or other property (but excluding any rights, options or
          warrants referred to in Section 15.05(b) and any dividend or distribution
          referred to in Section 15.05(a)), the Conversion Rate shall be adjusted by
          dividing the Conversion Rate in effect immediately prior to the close of
          business on the date fixed for the determination of stockholders entitled to
          receive such distribution by a fraction,

| | (i)       
               the numerator of which shall be the Current Market Price per share of the Common
               Stock on the date fixed for such determination, and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the denominator of which shall be such Current Market Price per share of the
               Common Stock plus (i) with respect to cash distributions, the amount per share
               of such distribution, (ii) with respect to all other distributions, the then
               fair market value per share (as determined by the Board of Directors, whose
               determination shall be conclusive and described in a Board Resolution) on such
               date of the portion of the evidences of indebtedness, shares of capital stock,
               securities, or other property so distributed, or (iii) with respect to
               distributions of which cash is a portion (but not all) of such distribution, the
               amount per share of the distribution payable in cash plus the then fair market
               value per share (as determined by the Board of Directors, whose determination
               shall be conclusive and described in a Board Resolution) of the remaining
               portion of such distribution that is payable other than in cash.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective immediately prior to
the opening of business on the Business Day following the date fixed for the determination
of stockholders entitled to receive such distribution; provided, however, that in the
event that the Company makes a distribution to all holders of its Common Stock consisting
of capital stock of, or similar equity interest in, a subsidiary or other business unit of
the Company, the Conversion Rate shall be adjusted by dividing the Conversion Rate in
effect immediately prior to the close of business on the date fixed for the determination
of stockholders entitled to receive such distribution by a fraction of which the numerator
shall be the Spin-off Market Price per share of the Common Stock on the date fixed for
such determination less the Spin-off Market Price per share or similar equity interest of
the subsidiary or other business unit of the Company on such date and the denominator
shall be the Spin-off Market Price per share of the Common Stock, such adjustment to
become effective 10 Trading Days after the effective date of such distribution of capital
stock of, or similar equity interest in, a subsidiary or other business unit of the
Company. In any case in which this Section 15.05(d) is applicable, Section 15.05(a) and
(b) shall not be applicable. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.

(e)       
In case a tender or exchange offer made by the Company or any subsidiary of the
Company for all or any portion of the Common Stock shall expire and such tender
or exchange offer (as amended upon the expiration thereof) shall require the
payment to stockholders of consideration per share of Common Stock having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a resolution of the Board of Directors) that as
of the last time (the Expiration Time) tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Last Reported Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the Expiration Time by a fraction:

| | (i)       
the numerator of which shall be the sum of (x) the fair market value
(determined as aforesaid) of the aggregate consideration payable to stockholders
based on the acceptance (up to any maximum specified in the terms of the tender
or exchange offer) of all shares validly tendered or exchanged and not withdrawn
as of the Expiration Time (the shares deemed so accepted up to any such maximum,
being referred to as the Purchased Shares) and (y) the product
of the number of shares of Common Stock outstanding (less any Purchased Shares)
at the Expiration Time and the Last Reported Sale Price of a share of Common
Stock on the Trading Day next succeeding the Expiration Time, and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               the denominator of which shall be the number of shares of Common Stock
               outstanding (including any tendered or exchanged shares) at the Expiration Time
               multiplied by the Last Reported Sale Price of a share of Common Stock on the
               Trading Day next succeeding the Expiration Time,
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective immediately prior to
the opening of business on the day following the expiration time. If the Company is
obligated to purchase shares pursuant to any such tender or exchange offer, but the
Company is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such tender or exchange offer had not been
made.

(f)       
          The reclassification of Common Stock into securities other than Common Stock
          (other than any reclassification upon an event to which Section 15.06 applies)
          shall be deemed to involve (a) a distribution of such securities other than
          Common Stock to all holders of Common Stock (and the effective date of such
          reclassification shall be deemed to be the date fixed for the
          determination of stockholders entitled to receive such distribution and
          the date fixed for such determination within the meaning of Section
          15.05(d)), and (b) a subdivision, split or combination, as the case may be, of
          the number of shares of Common Stock outstanding immediately prior to such
          reclassification into the number of shares of Common Stock outstanding
          immediately thereafter (and the effective date of such reclassification shall be
          deemed to be the day upon which such subdivision or split becomes
          effective or the day upon which such combination becomes
          effective, as the case may be, and the day upon which such
          subdivision, split or combination becomes effective within the meaning of
          Section 15.05(c)).

(g)       
          Notwithstanding the foregoing provisions of Section 15.05, no adjustment shall
          be made thereunder, nor shall an adjustment be made to the ability of a Holder
          of a Note to convert, for any distribution described therein if the Holder will
          otherwise participate in the distribution without conversion of such
          Holders Notes.

(h)       
          The Company may make such increases in the Conversion Rate, in addition to those
          required by clauses (a) through (g) of this Section 15.05 as the Board of
          Directors considers to be advisable to avoid or diminish any income tax to
          holders of Common Stock or rights to purchase Common Stock resulting from any
          dividend or distribution of stock (or rights to acquire stock) or from any event
          treated as such for income tax purposes.

To the extent permitted by
applicable law, the Company from time to time may increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall have made a determination
that such increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to holders of record of the Notes a notice of the
increase at least 15 days prior to the date the increased Conversion Rate takes effect,
and such notice shall state the increased Conversion Rate and the period during which it
will be in effect.

(i)       
          No adjustment to the Conversion Rate need be made:

| | (i)       
               upon the issuance of any shares of Common Stock pursuant to any present or
               future plan providing for the reinvestment of dividends or interest payable on
               securities of the Company and the investment of additional optional amounts in
               shares of Common Stock under any plan;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               upon the issuance of any shares of Common Stock or options or rights to purchase
               those shares pursuant to any present or future employee, director or consultant
               benefit plan or program of or assumed by the Company or any of its Subsidiaries;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               upon the issuance of any shares of Common Stock pursuant to any option, warrant,
               right, or exercisable, exchangeable or convertible security not described in
               (ii) above and outstanding as of the date the Notes were first issued;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               for a change in the par value of the Common Stock;
| | -----------------------------------------------------------------------------

| | (v)       
               for accrued and unpaid interest, including Contingent Interest, if any; or
| | ----------------------------------------------------------------------------------------------------

| | (vi)       
               upon a reclassification of Common Stock or any consolidation, merger, binding
               share exchange or transfer of all or substantially all of the assets of the
               Company and its Subsidiaries, taken as a whole, in each case pursuant to which
               the Common Stock is converted into cash, securities or other property.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To the extent the Notes become convertible into cash,
assets or property (other than capital stock of the Company or securities to which Section
15.06 applies), no adjustment shall be made thereafter as to the cash, assets or property.
Interest shall not accrue on such cash, assets or property.

(j)       
          No adjustment in the Conversion Rate shall be required unless such adjustment
          would require an increase or decrease of at least 1% in such rate; provided that
          any adjustments that by reason of this Section 15.05(j) are not required to be
          made shall be carried forward and taken into account in any subsequent
          adjustment. All calculations under this Article 15 shall be made by the Company
          and shall be made to the nearest cent or to the nearest one-ten thousandth
          (1/10,000) of a share, as the case may be.

(k)       
          Whenever the Conversion Rate is adjusted as herein provided, the Company shall
          promptly file with the Trustee and any Conversion Agent other than the Trustee
          an Officers Certificate setting forth the Conversion Rate after such
          adjustment and setting forth a brief statement of the facts requiring such
          adjustment. Unless and until a Responsible Officer of the Trustee shall have
          received such Officers Certificate, the Trustee shall not be deemed to
          have knowledge of any adjustment of the Conversion Rate and may assume that the
          last Conversion Rate of which it has knowledge is still in effect. Promptly
          after delivery of such certificate, the Company shall prepare a notice of such
          adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
          the date on which each adjustment becomes effective and shall mail such notice
          of such adjustment of the Conversion Rate to the holder of each Note at his last
          address appearing on the Note Register provided for in Section 2.05 of this
          Indenture, within 20 days after execution thereof. Failure to deliver such
          notice shall not affect the legality or validity of any such adjustment.

(l)       

In any case in which this Section 15.05 provides that an adjustment shall become
effective immediately after (1) a record date or Stock Record Date for an event,
(2) the date fixed for the determination of stockholders entitled to receive a
dividend or distribution pursuant to Section 15.05(a), (3) a date fixed for the
determination of stockholders entitled to receive rights or warrants pursuant to
Section 15.05(b) or (4) the Expiration Time for any tender or exchange offer
pursuant to Section 15.05(e), (each a Determination Date), the
Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Note converted
after such Determination Date and before the occurrence of such Adjustment
Event, the additional shares of Common Stock or other securities issuable upon
such conversion by reason of the adjustment required by such Adjustment Event
over and above the Common Stock issuable upon such conversion before giving
effect to such adjustment and (y) paying to such holder any amount in cash in
lieu of any fraction pursuant to Section 15.03. For purposes of this Section
15.05(l), the term Adjustment Eventshall mean:

| | (i)       
               in any case referred to in clause (1) hereof, the occurrence of such event,
| | -----------------------------------------------------------------------------------------------------

| | (ii)       
               in any case referred to in clause (2) hereof, the date any such dividend or
               distribution is paid or made,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               in any case referred to in clause (3) hereof, the date of expiration of such
               rights or warrants, and
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               in any case referred to in clause (4) hereof, the date a sale or exchange of
               Common Stock pursuant to such tender or exchange offer is consummated and
               becomes irrevocable.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(m)
       
          For purposes of this Section 15.05, the number of shares of Common Stock at any
          time outstanding shall not include shares held in the treasury of the Company
          but shall include shares issuable in respect of scrip certificates issued in
          lieu of fractions of shares of Common Stock. The Company will not pay any
          dividend or make any distribution on shares of Common Stock held in the treasury
          of the Company.

Section 15.06. Effect of
Reclassification, Consolidation, Merger or Sale. If any of the following events occur,
namely (i) any reclassification or change of the outstanding shares of Common Stock (other
than a subdivision or combination to which Section 15.05(c) applies), (ii) any
consolidation, merger or combination of the Company with another Person 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, or (iii) any sale or conveyance of all or substantially all of the properties and
assets of the Company to any other Person 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, then the Company or
the successor or purchasing Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) providing that each Note shall be
convertible into the kind and amount of shares of stock, other securities or other
property or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number of shares
of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock are available to convert all such
Notes) immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance assuming such holder of Common Stock did not exercise his
rights of election, if any, as to the kind or amount of stock, other securities or other
property or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (provided that, if the kind or
amount of stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or conveyance
is not the same for each share of Common Stock in respect of which such rights of election
shall not have been exercised (non-electing share), then for the purposes of
this Section 15.06 the kind and amount of stock, other securities or other property or
assets (including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing shares).
Such supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article 15.

The Company shall cause
notice of the execution of such supplemental indenture to be mailed to each holder of
Notes, at its address appearing on the Note Register provided for in Section 2.05 of this
Indenture, within 20 days after execution thereof. Failure to deliver such notice shall
not affect the legality or validity of such supplemental indenture.

The above provisions of
this Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances.

If this Section 15.06
applies to any event or occurrence, Section 15.05 shall not apply.

Section 15.07. Taxes on
Shares Issued. The issue of stock certificates on conversions of Notes shall be made
without charge to the converting Noteholder for any documentary, stamp or similar issue or
transfer tax in respect of the issue thereof. The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in the issue
and delivery of stock in any name other than that of the holder of any Note converted, and
the Company shall not be required to issue or deliver any such stock certificate unless
and until the Person or Persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

Section 15.08. Reservation
of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of
Common Stock. The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares of Common
Stock to provide for the conversion of the Notes from time to time as such Notes are
presented for conversion.

Before taking any action
which would cause an adjustment increasing the Conversion Rate to an amount that would
cause the Conversion Price to be reduced below the then par value, if any, of the shares
of Common Stock issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the Company
may validly and legally issue shares of such Common Stock at such adjusted Conversion
Rate.

The Company covenants that
all shares of Common Stock that may be issued upon conversion of Notes will upon issue be
fully paid and nonassessable by the Company and free from all taxes, liens and charges
with respect to the issue thereof.

The Company covenants
that, if any shares of Common Stock to be provided for the purpose of conversion of Notes
hereunder require registration with or approval of any governmental authority under any
federal or state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor to secure
such registration or approval, as the case may be.

The Company further
covenants that, if at any time the Common Stock shall be listed on the New York Stock
Exchange or any other national securities exchange or automated quotation system, the
Company will, if permitted by the rules of such exchange or automated quotation system,
list and keep listed, so long as the Common Stock shall be so listed on such exchange or
automated quotation system, all Common Stock issuable upon conversion of the Note;
provided that if the rules of such exchange or automated quotation system permit the
Company to defer the listing of such Common Stock until the first conversion of the Notes
into Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Notes in accordance
with the requirements of such exchange or automated quotation system at such time.

Section 15.09.
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any
time be under any duty or responsibility to any holder of Notes to determine the
Conversion Rate or whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. The Trustee and any
other Conversion Agent shall not be accountable with respect to the validity or value (or
the kind or amount) of any shares of Common Stock, or of any securities or property, which
may at any time be issued or delivered upon the conversion of any Note; and the Trustee
and any other Conversion Agent make no representations with respect thereto. Neither the
Trustee nor any Conversion Agent shall be responsible for any failure of the Company to
issue, transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Note for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of the
Company contained in this Article 15. Without limiting the generality of the foregoing,
neither the Trustee nor any Conversion Agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 15.06 relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Noteholders upon the
conversion of their Notes after any event referred to in such Section 15.06 or to any
adjustment to be made with respect thereto, but, subject to the provisions of Section
8.01, may accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, the Officers Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

Section 15.10. Notice to Holders Prior to Certain Actions.

(a)       
          the Company shall declare a dividend (or any other distribution) on its Common
          Stock that would require an adjustment in the Conversion Rate pursuant to
          Section 15.05; or

(b)       
          the Company shall authorize the granting to the holders of all or substantially
          all of its Common Stock of rights, options or warrants to subscribe for or
          purchase any share of any class or any other rights, options or warrants; or

(c)       
          of any reclassification or reorganization of the Common Stock of the Company
          (other than a subdivision or combination of its outstanding Common Stock, or a
          change in par value, or from par value to no par value, or from no par value to
          par value), or of any consolidation or merger to which the Company is a party
          and for which approval of any stockholders of the Company is required, or of the
          sale or transfer of all or substantially all of the assets of the Company; or

(d)       
          of the voluntary or involuntary dissolution, liquidation or winding up of the
          Company;

the Company shall cause to be filed with the Trustee and
to be mailed to each holder of Notes at his address appearing on the Note Register
provided for in Section 2.05 of this Indenture, as promptly as possible but in any event
at least ten days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution
or rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution or rights
are to be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to become
effective or occur, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or
winding up.

Section 15.11. Stockholder
Rights Plans. If the rights provided for in any future rights plan adopted by the Company
have separated from the shares of Common Stock in accordance with the provisions of the
applicable stockholder rights agreement so that the holders of the Notes would not be
entitled to receive any rights in respect of Common Stock issuable upon conversion of the
Notes, the conversion rate will be adjusted as if the Company distributed to all holders
of Common Stock shares of the Companys capital stock, evidences of indebtedness or
assets (including securities but excluding rights or warrants to purchase Common Stock
issued to all holders of Common Stock, Common Stock issued as a dividend or distribution
on Common Stock and cash distributions), subject to readjustment in the event of the
expiration, termination or redemption of the rights. In lieu of any such adjustment, the
Company may amend such applicable stockholder rights agreement to provide that upon
conversion of the notes the holders will receive, in addition to the Common Stock issuable
upon such conversion, the rights which would have attached to such Common Stock if the
rights had not become separated from the Common Stock under such applicable stockholder
rights agreement.

ARTICLE 16 
MISCELLANEOUS PROVISIONS

Section 16.01. Provisions
Binding On Companys Successors. All the covenants, stipulations, promises and
agreements by the Company contained in this Indenture shall bind its successors and
assigns whether so expressed or not.

Section 16.02. Official
Acts By Successor Corporation. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the like board,
committee or officer of any Person that shall at the time be the lawful sole successor of
the Company.

Section 16.03. Addresses
For Notices, Etc. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of Notes on
the Company shall be deemed to have been sufficiently given or made, for all purposes, if
given or served by being deposited postage prepaid by registered or certified mail in a
post office letter box or sent by telecopier transmission addressed as follows: to Apria
Healthcare Group Inc., 26220 Enterprise Court, Lake Forest, California 92630, Telecopier
No.: (949) 587-1850, Attention: Chief Financial Officer. Any notice, direction, request or
demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if given or served by being deposited, postage prepaid, by
registered or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows: U.S. Bank National Association, 60 Livingston Avenue,
St. Paul, Minnesota, 55107, attn: Corporate Trust Department.

The Trustee, by notice to
the Company, may designate additional or different addresses for subsequent notices or
communications.

Any notice or
communication mailed to a Noteholder shall be mailed to him by first class mail, postage
prepaid, at his address as it appears on the Note Register and shall be sufficiently given
to him if so mailed within the time prescribed.

Failure to mail a notice
or communication to a Noteholder or any defect in it shall not affect its sufficiency with
respect to other Noteholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.

Section 16.04. Governing
Law. This Indenture and each Note shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance with the laws
of the State of New York (including Section 5-1401 of the New York General Obligations Law
or any successor to such statute).

Section 16.05. Evidence of
Compliance with Conditions Precedent, Certificates to Trustee. Upon any application or
demand by the Company to the Trustee to take any action under any of the provisions of
this Indenture, the Company shall furnish to the Trustee an Officers Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with, and an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent have been complied with.

Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture shall include: (1)
a statement that the person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statement or opinion contained in such certificate or opinion
is based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or covenant
has been complied with.

Section 16.06. Legal
Holidays. In any case in which the date of maturity of Interest on or principal of the
Notes or the Redemption Date of any Note or any Repurchase Date with respect to any Note
will not be a Business Day, then payment of such Interest on or principal of the Notes
need not be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the Redemption Date or the
Repurchase Date, as the case may be, and no interest shall accrue for the period from and
after such date.

Section 16.07. Company
Responsible for Making Calculations. Except as specified in Section 4.01, the Company will
be responsible for making all calculations called for under the Notes. These calculations
include, but are not limited to, determination of the Current Market Price, Last Reported
Sale Price, Market Price and Spin-off Market Price, the amount of accrued Interest
(including any Contingent Interest) payable on the Notes and the Conversion Rate of the
Notes. The Company will make these calculations in good faith and, absent manifest error,
these calculations will be final and binding on the Noteholders. Promptly after the
calculation thereof, the Company will provide to each of the Trustee and the Conversion
Agent an Officers Certificate setting forth a schedule of its calculations, and each
of the Trustee and the Conversion Agent is entitled to conclusively rely upon the accuracy
of such calculations without independent verification. The Trustee will forward the
Companys calculations to any Holder upon the request of such Holder.

Section 16.08. Trust
Indenture Act. This Indenture is hereby made subject to, and shall be governed by, the
provisions of the Trust Indenture Act required to be part of and to govern indentures
qualified under the Trust Indenture Act; provided that unless otherwise required by law,
notwithstanding the foregoing, this Indenture and the Notes issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the
Trust Indenture Act as now in effect or as hereafter amended or modified; provided further
that this Section 16.08 shall not require this Indenture or the Trustee to be qualified
under the Trust Indenture Act prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to the Indenture that any such qualification is required prior
to the time such qualification is in fact required under the terms of the Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in an indenture qualified under the Trust Indenture Act,
such required provision shall control.

Section 16.09. No Security
Interest Created. Except as provided in Section 8.06, nothing in this Indenture or in the
Notes, expressed or implied, shall be construed to constitute a security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction in which property of the Company or its subsidiaries is
located.

Section 16.10. Benefits of
Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to
any Person, other than the parties hereto, any Paying Agent, any authenticating agent, any
Note Registrar and their successors hereunder and the holders of Notes any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 16.11. Table of
Contents, Headings, Etc. The table of contents and the titles and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

Section 16.12.
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be
authorized to act on its behalf, and subject to its direction, in the authentication and
delivery of Notes in connection with the original issuance thereof and transfers and
exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.02 and
3.08, as fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the
authenticating agent shall be deemed to be authentication and delivery of such Notes
by the Trustee and a certificate of authentication executed on behalf of the
Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or
in the Notes for the Trustees certificate of authentication. Such authenticating
agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to
Section 8.09.

Any corporation into which
any authenticating agent may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, consolidation or conversion to which any
authenticating agent shall be a party, or any corporation succeeding to the corporate
trust business of any authenticating agent, shall be the successor of the authenticating
agent hereunder, if such successor corporation is otherwise eligible under this Section
16.12, without the execution or filing of any paper or any further act on the part of the
parties hereto or the authenticating agent or such successor corporation.

Any authenticating agent
may at any time resign by giving written notice of resignation to the Trustee and to the
Company. The Trustee may at any time terminate the agency of any authenticating agent by
giving written notice of termination to such authenticating agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section, the Trustee shall
either promptly appoint a successor authenticating agent or itself assume the duties and
obligations of the former authenticating agent under this Indenture and, upon such
appointment of a successor authenticating agent, if made, shall give written notice of
such appointment of a successor authenticating agent to the Company and shall mail notice
of such appointment of a successor authenticating agent to all holders of Notes as the
names and addresses of such holders appear on the Note Register.

The Company agrees to pay
to the authenticating agent from time to time such reasonable compensation for its
services as shall be agreed upon in writing between the Company and the authenticating
agent.

The provisions of Sections
8.02, 8.03, 8.04 and 9.03 and this Section 16.12 shall be applicable to any authenticating
agent.

Section 16.13. Execution
in Counterparts. This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but one and
the same instrument.

Section 16.14.
Severability. In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, then (to the extent permitted by law) the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.

U.S.       
          Bank National Association hereby accepts the trusts in this Indenture declared
          and provided, upon the terms and conditions herein above set forth.

---

IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed.

| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | APRIA HEALTHCARE GROUP INC.By:
       Name:     
 Title:

U.S. BANK NATIONAL ASSOCIATION,    as TrusteeBy:
       Name:      
Title:

---

EXHIBIT A

[Include only for Global Notes:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
DEPOSITARY, WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITORY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]

[Include only for Notes that are Restricted Securities]

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE 144A)); (2) AGREES ON
ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), ONLY (A) TO APRIA HEALTHCARE GROUP INC. (THE ISSUER),
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE
WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUERS AND THE TRUSTEES RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY TRANSFER OF
THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).]

THIS NOTE IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272,
1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE COMPARABLE YIELD OF THIS NOTE IS 8.625%,
COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES).

THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL
OWNERSHIP INTEREST IN THIS NOTE EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS NOTE WILL BE
DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS
NOTE AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE
CONTINGENT PAYMENT REGULATIONS), (2) TO TREAT THE FAIR MARKET VALUE OF ANY
COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS NOTE OR UPON A PURCHASE OF THIS NOTE AT
THE HOLDERS OPTION AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT
REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE NOTE AS ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE
NONCONTINGENT BOND METHOD, SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS,
AND TO BE BOUND BY THE ISSUERS DETERMINATION OF THE COMPARABLE YIELD AND
PROJECTED PAYMENT SCHEDULE, WITHIN THE MEANING OF THE CONTINGENT PAYMENT
REGULATIONS, WITH RESPECT TO THIS NOTE. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE
HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY,
COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT
TO THE ISSUER AT THE FOLLOWING ADDRESS: APRIA HEALTHCARE GROUP INC., 26220 ENTERPRISE
COURT, LAKE FOREST, CALIFORNIA 92630, ATTN: CHIEF FINANCIAL OFFICER.

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS
OF A REGISTRATION RIGHTS AGREEMENT DATED AUGUST 20, 2003 AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS
AGREEMENT.

---

APRIA HEALTHCARE GROUP
INC.

3.375% CONVERTIBLE SENIOR
NOTE DUE 2033

|      |            
|----- | -----------
|No. 1 | CUSIP     $

Apria Healthcare Group
Inc., a corporation duly organized and validly existing under the laws of the State of
Delaware (herein called the Company, which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to CEDE & CO. or its registered assigns, [the principal sum of
___________ DOLLARS] [the principal sum set forth on Schedule I hereto]1on September 1,
2033 at the office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts, and
to pay interest, semiannually on September 1 and March 1 of each year, commencing March 1,
2004, on said principal sum at said office or agency, in like coin or currency, at the
rate per annum of 3.375%, from the September 1 or March 1, as the case may be, next
preceding the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this Note, or unless no interest has been paid or duly
provided for on the Notes, in which case from August 20, 2003 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after any August 15 or February 15, as the case may be, and before the
following September 1 or March 1, this Note shall bear interest from such August 15 or
February 15; provided that if the Company shall default in the payment of interest due on
such September 1 or March 1, then this Note shall bear interest from the next preceding
August 15 or February 15 to which interest has been paid or duly provided for; and
provided further that if no interest has been paid or duly provided for on this Note, then
this Note shall bear interest from August 20, 2003. Contingent Interest, if any, will
accrue for any applicable Interest Period and be payable to holders of this Note on the
applicable Interest Payment Date to the person in whose name this Note is registered on
the corresponding record date. Except as otherwise provided in the Indenture, the interest
payable on the Note pursuant to the Indenture on any September 1 or March 1 will be paid
to the Person entitled thereto as it appears in the Note Register at the close of business
on the Regular Record Date, which shall be the August 15 or February 15 (whether or not a
Business Day) next preceding such September 1 or March 1, as provided in the Indenture;
provided that any such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. The Company shall pay interest (i) on any Notes in
certificated form by check mailed to the address of the Person entitled thereto as it
appears in the Note Register (or, upon written notice from the registered holder hereof,
by wire transfer in immediately available funds, if such Person is entitled to interest on
Notes with an aggregate principal amount in excess of $2,000,000) or (ii) on any Global
Note by wire transfer of immediately available funds to the account of the Depositary or
its nominee.

The Company promises to
pay interest on overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) Interest at the rate of 3.375%, per annum, compounded
semi-annually.

Reference is made to the
further provisions of this Note set forth on the reverse hereof, including, without
limitation, provisions giving the holder of this Note the right to convert this Note into
Common Stock of the Company on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture. Under the circumstances
described in the Indenture, the Company may fulfill all or part of its conversion
obligation by delivering cash in lieu of Common Stock. Such further provisions of the
Indenture shall for all purposes have the same effect as though fully set forth at this
place.

This Note shall be deemed
to be a contract made under the laws of the State of New York, and for all purposes shall
be construed in accordance with and governed by the laws of the State of New York
(including Section 5-1401 of the New York General Obligations Law or any successor to such
statute).

This Note shall not be
valid or become obligatory for any purpose until the certificate of authentication hereon
shall have been manually signed by the Trustee or a duly authorized authenticating agent
under the Indenture.

1For Global Notes only.

---

IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed.

|                                                                                                                                                                                                                                                                                                                                                                                    |                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|[Date of authentication]TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-named Indenture.
U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:
          Authorized Signatory

                
                
                
, or
By:
     As Authenticating Agent     
 (if different from Trustee)

     By:
          Authorized Signatory | APRIA HEALTHCARE GROUP INC.By:

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FORM OF REVERSE OF NOTE

APRIA HEALTHCARE GROUP
INC.

3.375% CONVERTIBLE SENIOR NOTE
DUE 2033

This Note is one of a duly
authorized issue of Notes of the Company, designated as its 3.375% Convertible Senior Notes
due 2033 (herein called the Notes), limited in aggregate principal amount to
$250,000,000, issued and to be issued under and pursuant to an Indenture dated as of
August 20, 2003 (herein called the Indenture), between the Company and U.S.
Bank National Association, as trustee (herein called the Trustee), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

In case an Event of
Default shall have occurred and be continuing, the principal of and accrued Interest on
all Notes may be declared by either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Notes then outstanding, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders of at
least a majority in aggregate principal amount of the Notes at the time outstanding, to
execute supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) reduce the principal amount of or change the Stated
Maturity of any Note, (ii) reduce the rate or extend the time of payment of Interest on
this Note, (iii) reduce any amount payable on redemption or repurchase of this Note
(including upon the occurrence of a Fundamental Change) or change the time at which the
circumstances under which this Note may or shall be redeemed or repurchased, (iv) impair
the right of any Noteholder to institute suit for the payment on this Note, (v) make the
principal or Interest of this Note payable in any coin or currency other than that
provided in this Note, (vi) impair the right to convert this Note into Common Stock
subject to the terms set forth in the Indenture, (vii) reduce the number of shares of
Common Stock or other property receivable upon conversion, (viii) modify any of the
provisions of Section 11.02 or Section 7.07 of the Indenture, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each Note so affected, (ix) change any
obligation of the Company to maintain an office or agency in the places and for the
purposes set forth in Section 5.02 of the Indenture, (x) reduce the quorum or voting
requirements set forth in Article 10 of the Indenture or (xi) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding. Subject to
the provisions of the Indenture, the holders of a majority in aggregate principal amount
of the Notes at the time outstanding may on behalf of the holders of all of the Notes
waive any past default or Event of Default under the Indenture and its consequences except
(A) a default in the payment of Interest on or the principal of any of the Notes, (B) a
failure by the Company to convert any Notes into Common Stock of the Company, (C) a
default in the payment of the Redemption Price pursuant to Article 3 of the Indenture, (D)
a default in the payment of the Company Repurchase Price or Fundamental Change Repurchase
Price pursuant to Article 3 of the Indenture, or (E) a default in respect of a covenant or
provisions of the Indenture which under Article 11 of the Indenture cannot be modified or
amended without the consent of the holders of each or all Notes then outstanding or
affected thereby. Any such consent or waiver by the holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Note and any Notes which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.

No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of
and Interest on this Note at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.

Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.

The Notes are issuable in
fully registered form, without coupons, in denominations of $1,000 principal amount and
any multiple of $1,000. At the office or agency of the Company referred to on the face
hereof, and in the manner and subject to the limitations provided in the Indenture,
without payment of any service charge but with payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a like aggregate principal
amount of Notes of any other authorized denominations.

At any time on or after
September 8, 2010 and prior to maturity, the Notes may be redeemed at the option of the
Company, in whole or in part, in cash upon mailing a notice of such redemption not less
than 30 days but not more than 60 days before the Redemption Date to the holders of Notes
at their last registered addresses, all as provided in the Indenture, at a Redemption
Price equal to 100% of the principal amount of notes being redeemed plus accrued and
unpaid Interest to, but excluding, the Redemption Date; provided that if the Redemption
Date is a September 1 or March 1, then the Interest payable on such date shall be paid to
the holder of record on the preceding August 15 or February 15, respectively.

In no event will any
Security be redeemable at the option of the Company before September 8, 2010.

The Company may not give
notice of any redemption of the Notes if a default in the payment of Interest on the Notes
has occurred and is continuing.

The Notes are not subject
to redemption through the operation of any sinking fund.

If a Fundamental Change
occurs at any time prior to maturity of the Notes, this Note will be redeemable on a
Fundamental Change Repurchase Date, specified by the Company, which shall be no later than
30 days after notice thereof, at the option of the holder of this Note at a Fundamental
Change Repurchase Price equal to 100% of the principal amount thereof, together with
accrued Interest to (but excluding) the Fundamental Change Repurchase Date; provided that
if such Fundamental Change Repurchase Date falls after a record date and on or prior to
the corresponding Interest Payment Date, the Interest payable on such Interest Payment
Date shall be paid to the holder of record of this Note on the preceding August 15 or
February 15, respectively. The Notes will be redeemable in multiples of $1,000 principal
amount. The Company shall mail to all holders of record of the Notes a notice of the
occurrence of a Fundamental Change and of the repurchase right arising as a result thereof
on or before the 15th day after the occurrence of such Fundamental Change. For a Note to
be so repurchased at the option of the holder, the Company must receive at the office or
agency of the Company maintained for that purpose in accordance with the terms of the
Indenture, such Note with the form entitled Form of Fundamental Change Repurchase
Electionon the reverse thereof duly completed, together with such Note, duly
endorsed for transfer, before the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date.

Subject to the terms and
conditions of the Indenture, the Company shall become obligated to repurchase, at the
option of the holder, all or any portion of the Notes held by such holder on September 1,
2008, September 1, 2010, September 1, 2013, September 1, 2018, September 1, 2023 and
September 1, 2028 in integral multiples of $1,000 at a Company Repurchase Price of 100% of
the principal amount, plus any accrued and unpaid Interest on such Note to but excluding
the Company Repurchase Date. To exercise such right, a holder shall deliver to the Company
such Note with the form entitled Form of Company Repurchase Electionon the
reverse thereof duly completed, together with the Note, duly endorsed for transfer, at any
time from the opening of business on the date that is 20 Business Days prior to such
Company Repurchase Date until the close of business on the Business Day immediately
preceding the Company Repurchase Date, and shall deliver the Notes to the Trustee (or
other Paying Agent appointed by the Company) as set forth in the Indenture.

The Company Repurchase
Price to be paid on September 1, 2008 shall be paid in cash. The Company Repurchase Price
to be paid on any of September 1, 2010, September 1, 2013 or September 1, 2018, September
1, 2023 and September 1, 2028 may be paid, at the option of the Company, in cash or by the
issuance and delivery of shares of Common Stock, or in any combination thereof, subject to
the terms and conditions of the Indenture.

Holders have the right to
withdraw any Repurchase Election by delivering to the Trustee (or other Paying Agent
appointed by the Company) a written notice of withdrawal up to the close of business on
the Business Day immediately preceding the Repurchase Date, all as provided in the
Indenture.

If cash or securities
sufficient to pay the Repurchase Price with respect to all Notes or portions thereof to be
repurchased as of any Repurchase Date is deposited with the Trustee (or other Paying Agent
appointed by the Company), then on and after such Repurchase Date, Interest will cease to
accrue on such Notes (or portions thereof), and the holder thereof shall have no other
rights as such other than the right to receive the Repurchase Price upon surrender of such
Note.

Subject to the occurrence
of certain events and in compliance with the provisions of the Indenture, prior to the
Stated Maturity of the Notes, the holder hereof has the right, at its option, to convert
each $1,000 principal amount of the Notes into 28.6852 shares of the Companys Common
Stock (a Conversion Price of approximately $34.86 per share), as such shares shall be
constituted at the date of conversion and subject to adjustment from time to time as
provided in the Indenture, upon surrender of this Note with the form entitled Form
of Conversion Noticeon the reverse hereof duly completed, to the Company at the
office or agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, or at the option of such holder, the Corporate Trust Office, and, unless
the shares issuable on conversion are to be issued in the same name as this Note, duly
endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company
duly executed by, the holder or by his duly authorized attorney. The Company will notify
the holder thereof of any event triggering the right to convert the Notes as specified
above in accordance with the Indenture.

If the Company (i) is a
party to a consolidation, merger, statutory share exchange or combination, (ii)
reclassifies the Common Stock, or (iii) sells or conveys its properties and assets
substantially as an entirety to any Person, the right to convert a Security into shares of
Common Stock may be changed into a right to convert it into securities, cash or other
assets of the Company or such other Person, in each case in accordance with the Indenture.

No adjustment in respect
of Interest on any Note converted or dividends on any shares issued upon conversion of
such Note will be made upon any conversion except as set forth in the next sentence. If
this Note (or portion hereof) is surrendered for conversion during the period from the
close of business on any record date for the payment of Interest to the close of business
on the Business Day preceding the following Interest Payment Date and has not been called
for redemption by the Company on a Redemption Date that occurs during such period, this
Note (or portion hereof being converted) must be accompanied by payment, in immediately
available funds or other funds acceptable to the Company, of an amount equal to the
Interest otherwise payable on such Interest Payment Date on the principal amount being
converted; provided that no such payment shall be required (1) if the Company has
specified a Redemption Date or a Fundamental Change Repurchase Date that is after a record
date and prior to the next Interest Payment Date or (2) to the extent of any overdue
Interest, if any overdue Interest exists at the time of conversion with respect to such
Note.

No fractional shares will
be issued upon any conversion, but an adjustment and payment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Note or Notes for conversion.

A Note in respect of which
a holder is exercising its right to require repurchase upon a Fundamental Change or
repurchase on a Repurchase Date may be converted only if such holder withdraws its
election to exercise such right in accordance with the terms of the Indenture.

Any Notes called for
redemption, unless surrendered for conversion by the holders thereof on or before the
close of business on the second Business Day preceding the Redemption Date, may be deemed
to be redeemed from the holders of such Notes for an amount equal to the applicable
Redemption Price, together with accrued but unpaid Interest to, but excluding, the
Redemption Date, by one or more investment banks or other purchasers who may agree with
the Company (i) to purchase such Notes from the holders thereof and convert them into
shares of the Companys Common Stock and (ii) to make payment for such Notes as
aforesaid to the Trustee in trust for the holders.

Upon due presentment for
registration of transfer of this Note at the office or agency of the Company maintained
for that purpose in accordance with the terms of the Indenture, a new Note or Notes of
authorized denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the limitations provided in the Indenture,
without charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

The Company, the Trustee,
any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar
may deem and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of ownership
or other writing hereon made by anyone other than the Company or any Note Registrar) for
the purpose of receiving payment hereof, or on account hereof, for the conversion hereof
and for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any Paying Agent nor other Conversion Agent nor any Note
Registrar shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums paid, satisfy
and discharge liability for monies payable on this Note.

No recourse for the
payment of the principal of or Interest on this Note, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any supplemental indenture or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary, as such,
past, present or future, of the Company or of any successor corporation, either directly
or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

The Company agrees, and by
acceptance of a Note, each beneficial holder of a Note will be deemed to have agreed to
treat the Notes as indebtedness of the Company for U.S. federal income tax purposes that
are subject to the regulations governing contingent payment debt instruments and to be
bound (in the absence of an administrative determination or judicial ruling to the
contrary) by the Companys determination of the comparable yield and projected
payment schedule within the meaning of the regulations governing contingent payment debt
instruments. A holder of Notes may obtain the issue price, issue date, yield to maturity,
comparable yield and projected payment schedule for the Notes, determined by the Company
pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for it to the
Company at the following address: Apria Healthcare Group Inc., 26220 Enterprise Court,
Lake Forest, California 92630, Attention: Chief Financial Officer.

Terms used in this Note
and defined in the Indenture are used herein as therein defined.

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ABBREVIATIONS

The following
abbreviations, when used in the inscription of the face of this Note, shall be construed
as though they were written out in full according to applicable laws or regulations.

|          |                                                                          |                                                                    
|--------- | ------------------------------------------------------------------------ | -------------------------------------------------------------------
|TEN COM - | as tenants in common                                                     | UNIF GIFT MIN ACT - Custodian                                      
|TEN ENT - | as tenant by the entireties                                              | (Cust)    (Minor)                                                  
|JT TEN -  | as joint tenants with right of survivorship
and not as tenants in common | under Uniform Gifts to Minors Act
                
        
(State)

Additional abbreviations
may also be used though not in the above list.

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FORM OF

CONVERSION NOTICE

The undersigned registered
owner of this Note hereby irrevocably exercises the option to convert this Note, or the
portion thereof (which is $1,000 or a multiple thereof) below designated, into shares of
Common Stock of Apria Healthcare Group Inc. in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any Notes
representing any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms in the
Indenture. If shares or any portion of this Note not converted are to be issued in the
name of a person other than the undersigned, the undersigned will provide the appropriate
information below and pay all transfer taxes payable with respect thereto. Any amount
required to be paid by the undersigned on account of Interest, including Contingent
Interest and Additional Amounts, if any, accompanies this Note.

|       |             
|------ | ------------
|Dated: |             
|       | Signature(s)

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Signature(s) must be guaranteed by an "eligible guarantor
institution"meeting the requirements of the Note Registrar,
which requirements include membership or participation in
the Security Transfer Agent Medallion Program ("STAMP")or
such other "signature guarantee program"as may be
determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
| | Signature Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                

Fill in the registration
of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and
in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all):$

Social Security or Other
Taxpayer Identification Number:

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FORM OFFUNDAMENTAL CHANGE
REPURCHASE ELECTION

U.S.    
          BANK NATIONAL ASSOCIATION

The undersigned registered
owner of this Note hereby irrevocably acknowledges receipt of a notice from Apria
Healthcare Group Inc. (the Company) as to the occurrence of a Fundamental
Change with respect to the Company and requests and instructs the Company to repurchase
the entire principal amount of this Note, or the portion thereof (which is $1,000 or a
multiple thereof) below designated, in accordance with the terms of the Indenture referred
to in this Note at the price of 100% of such entire principal amount or portion thereof,
together with accrued Interest to, but excluding, the Fundamental Change Repurchase Date,
to the registered holder hereof. Capitalized terms used herein but not defined shall have
the meanings ascribed to such terms in the Indenture.

|       |             
|------ | ------------
|Dated: |             
|       | Signature(s)

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NOTICE: The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever.

Note Certificate Number
(if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

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FORM OFCOMPANY REPURCHASE
ELECTION

U.S.    
          BANK NATIONAL ASSOCIATION

The undersigned registered
owner of this Note hereby irrevocably acknowledges receipt of a notice from Apria
Healthcare Group Inc. (the Company) regarding the right of holders to elect to
require the Company to repurchase the Notes and requests and instructs the Company to
repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or
an integral multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion thereof,
together with accrued Interest to, but excluding, the Company Repurchase Date, to the
registered holder hereof. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the
Company as of the Company Repurchase Date pursuant to the terms and conditions specified
in the Indenture. If the Company elects to pay the Company Repurchase Price, in whole or
in part, in shares of Common Stock but such portion of the Company Repurchase Price shall
ultimately be paid to such holder entirely in cash because any of the conditions to
payment of the Company Repurchase Price in shares of Common Stock is not satisfied prior
to the close of business on the Business Day immediately preceding the Company Repurchase
Date, the undersigned registered owner elects:

|      |                                                                                                                                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|[   ] | to withdraw this Company
Repurchase Election as to $ principal amount of the Notes to which this Company
Repurchase Election relates (Certificate Numbers:), or
|[   ] | to receive cash in respect of $_______________ principal amount
 of the Notes to which this Company Repurchase Election relates.                               

|       |             
|------ | ------------
|Dated: |             
|       | Signature(s)

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NOTICE: The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever.

Note Certificate Number
(if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

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ASSIGNMENT

For value received
_____________________ hereby sell(s) assign(s) and transfer(s) unto ______________________
(Please insert social security or other Taxpayer Identification Number of assignee) the
within Note, and hereby irrevocably constitutes and appoints attorney to transfer said
Note on the books of the Company, with full power of substitution in the premises.

In connection with any
transfer of the Note prior to the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision) (other
than any transfer pursuant to a registration statement that has been declared effective
under the Securities Act), the undersigned confirms that such Note is being transferred:

|      |                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[   ] | To Apria Healthcare Group Inc. or a subsidiary thereof; or                                                                                                                                
|[   ] | To a "qualified institutional buyer"in compliance with Rule 144A under the Securities Act of 1933, as
amended; or                                                                         
|[   ] | Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or                                                                                              
|[   ] | Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933,
         as amended, and which continues to be effective at the time of transfer;

and unless the Note has been transferred to Apria
Healthcare Group Inc. or a subsidiary thereof, the undersigned confirms that such Note is
not being transferred to an affiliate of the Company as defined in Rule 144
under the Securities Act of 1933, as amended.

Unless one of the boxes is
checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any person other than the registered holder thereof.

|       |             
|------ | ------------
|Dated: |             
|       | Signature(s)

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Signature(s) must be guaranteed by an "eligible guarantor
institution"meeting the requirements of the Note Registrar,
which requirements include membership or participation in
the Security Transfer Agent Medallion Program ("STAMP")or
such other "signature guarantee program"as may be
determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
| | Signature Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                

NOTICE: The signature on the Conversion Notice, the
Fundamental Change Repurchase Election, the Company Repurchase Election or the Assignment
must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever.

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Schedule I

[Include Schedule I only
for a Global Note]

APRIA HEALTHCARE GROUP
INC.3.375% Convertible Senior Note
due 2033

No. _____________

|Date | Principal Amount | Notation Explaining PrincipalAmount Recorded | Authorized Signature of trustee or Custodian
|---- | ---------------- | -------------------------------------------- | --------------------------------------------
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