EXHIBIT 10.1


            SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SIXTH  AMENDMENT  TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  (this
"Amendment") dated as of September 22, 2000 is made among APRIA HEALTHCARE GROUP
INC.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  ("Apria"),  and the  Subsidiaries of Apria identified on the signature
pages of this  Amendment and any  Subsidiary  of Apria that,  subject to Section
9.13 of the Credit Agreement, shall have executed a Joinder Agreement (Apria and
such   Subsidiaries   are  referred  to   individually   as  a  "Borrower"  and,
collectively, as the "Borrowers"),  each of the financial institutions listed on
Schedule I to the Credit  Agreement  or that,  pursuant  to Section  13.4 of the
Credit Agreement, shall become a "Bank" thereunder (individually,  a "Bank" and,
collectively,  the  "Banks"),  and BANK OF  AMERICA,  NATIONAL  ASSOCIATION  (as
successor  to Bank  of  America  National  Trust  and  Savings  Association  and
NationsBank of Texas,  N.A.), as the Syndication,  Administrative and Collateral
Agent (the  "Administrative and Collateral  Agent").  Capitalized terms used but
not  otherwise  defined  shall have the  meanings  assigned to such terms in the
Credit Agreement.

                                    RECITALS
                                    --------

     I.  The  Borrowers,  the  Banks  (or  the  predecessors  thereto)  and  the
Administrative  and  Collateral  Agent are parties to the  Amended and  Restated
Credit  Agreement  dated as of  November  13,  1998,  as  amended  by the  First
Amendment  to Amended and Restated  Credit  Agreement  and Consent,  dated as of
January 15,  1999,  as amended by the Second  Amendment  to Amended and Restated
Credit  Agreement,  dated as of  February  23,  1999,  as  amended  by the Third
Amendment to Amended and Restated Credit Agreement,  dated as of April 22, 1999,
as amended by the Fourth  Amendment  to Amended and Restated  Credit  Agreement,
dated as of October 22, 1999,  and as amended by the Fifth  Amendment to Amended
and Restated Credit  Agreement,  dated March 24, 2000 (the "Credit  Agreement"),
pursuant to which the Banks extended certain credit to the Borrowers.

     II.  The  Borrowers  have  requested  that the  Banks  restructure  certain
provisions of the Credit Agreement.

     III. The Banks are willing to  accommodate  the request of the Borrowers on
the terms and conditions specified in this Amendment.

                                    AGREEMENT
                                    ---------

     In consideration of the foregoing  premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment agree as follows:

     1.   Amendments to Section 1.1 of the Credit Agreement.

          a. The definition of "Applicable Margin" in Section 1.1 of the  Credit
Agreement is amended and restated in its entirety to read as follows:

               "Applicable   Margin"  shall  mean  2.75%  with  respect  to  all
          Eurodollar Loans,  1.75% with respect to all Base Rate Loans and .375%
          with respect to the Revolving Loan Commitment Fee.

          b. The definition of "Arranger" in Section 1.1 of the Credit Agreement
is amended to delete "NationsBanc Montgomery Securities LLC" and to insert "Banc
of America Securities LLC" in its place.

          c. The  definition  of "Final  Maturity  Date" in  Section  1.1 of the
Credit Agreement is amended to delete "August 9, 2001" and to insert  "September
30, 2002" in its place.

          d.  The  definition  of  "Guarantors"  in  Section  1.1 of the  Credit
Agreement is amended and restated in its entirety as follows: "Guarantors" shall
mean (w) Apria, (x)each Material  Subsidiary, (y) Apria Management Systems, Inc.
and (z) Apria Number Two, Inc.

          e. The  definition of  "Reference  Banks" in Section 1.1 of the Credit
Agreement is amended to delete the phrase "and NationsBank".

          f. The  definition  of  "Required  Banks" in Section 1.1 of the Credit
Agreement is amended and restated in its entirety to read as follows:

               "Required Banks" shall mean,  subject to Section 13.13(b),  Banks
          having  in  excess  of 50% of the  sum  of (a)  the  aggregate  unpaid
          principal  amount of the Term Loans plus (b) the  aggregate  amount of
          the Revolving Loan  Commitments (or, if the Revolving Loan Commitments
          shall have  terminated,  the sum of (i) the aggregate unpaid principal
          amount of the Revolving  Loans plus (ii) the  aggregate  amount of all
          Letter of Credit Outstandings).

          g. A new definition of "Required  Revolving  Banks" is inserted in the
appropriate alphabetical order in  Section 1.1 of the  Credit  Agreement reading
as follows:

               "Required   Revolving  Banks"  shall  mean,  subject  to  Section
          13.13(b),  Revolving  Banks  having in excess of 50% of the  aggregate
          amount of the Revolving  Loan  Commitments  or, if the Revolving  Loan
          Commitments  shall have terminated,  Revolving Banks holding in excess
          of 50% of the sum of (a) the aggregate  unpaid principal amount of the
          Revolving Loans plus (b) the aggregate  amount of all Letter of Credit
          Outstandings.

          h.  A  new  definition  of  "Revolving   Banks"  is  inserted  in  the
appropriate alphabetical order in Section 1.1 of the  Credit  Agreement  reading
as follows:

               "Revolving  Banks"  shall  mean Banks  that have  Revolving  Loan
          Commitments as set forth in Schedule I to the Credit Agreement.

          i. Each  reference  to "Bank" in the  definition  of  "Revolving  Loan
Commitment" in Section 1.1 of the Credit  Agreement is deleted and  replaced  by
"Revolving Bank".

          j. A new  definition  of "Term  Banks" is inserted in the  appropriate
alphabetical order in Section 1.1 of the Credit  Agreement  reading  as follows:

               "Term  Banks"  shall mean Banks that have Term Loans as set forth
          in Schedule I to the Credit Agreement.

          k.  Each   reference  to  "Bank"  in  the  definition  of  "Term  Loan
Commitments" in Section 1.1 of the Credit Agreement is deleted  and replaced  by
"Term Bank".

          l. The  reference  to "Banks" in the  definition  of "Total  Term Loan
Commitment" in Section 1.1 of the Credit  Agreement is  deleted  and replaced by
"Term Banks".

     2.  Global Amendment to Credit  Agreement. The Credit Agreement is globally
amended to replace the term "Reference Banks" with "Reference Bank".

     3.  Amendments to Section 2.1 of the Credit  Agreement.  Each  reference to
"Bank" or "Banks" in  subsections  (a), (b) and (c) of Section 2.1 of the Credit
Agreement is deleted and replaced by "Revolving Bank" or "Revolving  Banks",  as
applicable.  Each  reference to "Bank" in  subsection  (d) of Section 2.1 of the
Credit Agreement is deleted and replaced by "Term Bank".

     4.  Amendments to Section 2.4 of the Credit  Agreement.  Each  reference to
"Bank" in  Section  2.4 of the  Credit  Agreement  is deleted  and  replaced  by
"Revolving Bank".

     5. Amendments to Section 2.5(b) of the Credit Agreement.  Each reference to
"Bank" in Section  2.5(b) of the Credit  Agreement  is deleted  and  replaced by
"Revolving Bank".

     6.  Amendments to Section 2.5(d) of the Credit Agreement. Each reference to
"Bank" in Section  2.5(d) of the Credit  Agreement  is deleted  and  replaced by
"Term Bank".

     7.  Amendments to Section 2.13 of the Credit Agreement. Section 2.13 of the
Credit Agreement is amended as follows:

          (i) The  initial  paragraph,  but not the  provisos,  is  amended  and
restated in its entirety to read as follows:

               Upon (a)(i) the receipt of notice from a Revolving  Bank pursuant
          to Section  2.10 or (ii) any  Revolving  Bank  failing to fulfill  its
          obligations  to make a  Revolving  Loan at a time when the  conditions
          precedent  set forth in Sections 6 and 7 shall have been  satisfied in
          the opinion of the Required  Revolving  Banks, as set forth in Section
          13.13(b) ( in each case, an "Affected  Bank") or (b) any Bank or Banks
          (other than the  Administrative  and  Collateral  Agent or any Issuing
          Bank) failing to consent to any proposed  amendment,  modification  or
          waiver as contemplated by Section 13.13(a), but Banks holding at least
          85% of the sum of (a) the  aggregate  unpaid  principal  amount of the
          Term  Loans  plus  (b) the  aggregate  amount  of the  Revolving  Loan
          Commitments  (or,  if  the  Revolving  Loan  Commitments   shall  have
          terminated,  the sum of (i) the aggregate  unpaid  principal amount of
          the Revolving  Loans plus (ii) the  aggregate  amount of all Letter of
          Credit   Outstandings)   having   consented  to  such  an   amendment,
          modification or waiver (in each case, a  "Non-Consenting  Bank"),  the
          Borrowers shall have the right, if no Event of Default then exists, to
          replace any such Affected Bank or  Non-Consenting  Bank (the "Replaced
          Bank")  with  one  or  more  Eligible   Transferee   or   Transferees,
          (collectively,  the "Replacement  Bank") reasonably  acceptable to the
          Administrative  and  Collateral  Agent and the Issuing Bank;  provided
          that"

          (ii) Proviso (i) to Section 2.13 is amended by adding the phrase ", if
any,"after the  phrase "Revolving  Loan  Commitments"  in the third line thereof
and after the phrase "Replaced Bank's Loan  Percentage"  in the  thirteenth line
thereof.

     8. Amendment to Section 2.14 of the Credit  Agreement.  Section 2.14 of the
Credit  Agreement  is amended by adding the term  "Revolving"  prior to the term
"Bank" in the first line thereof and prior to the phrase "Bank's  Revolving Loan
Commitment" in the last line thereof.

     9. Amendments to Section 3.4(a) of the Credit Agreement.  Each reference to
"Bank" in Section  3.4(a) of the Credit  Agreement  is deleted  and  replaced by
"Revolving  Bank";  provided  that such change  shall not affect any  references
therein to "Issuing Bank".

     10. Amendment to Section 3.4(f)(v) of the Credit  Agreement.  The reference
to "Bank" in Section  3.4(f)(v) of the Credit  Agreement is deleted and replaced
by "Revolving  Bank";  provided that such change shall not affect any references
therein to "Issuing Bank".

     11.  Amendments to Section 4.1 of the Credit  Agreement.  Each reference to
"Bank" or "Banks" in Section 4.1 of the Credit Agreement is deleted and replaced
by "Revolving  Bank" or "Revolving  Banks",  as  applicable;  provided that such
change shall not affect any references therein to "Issuing Bank".

     12.  Amendments to Section 4.2 of the Credit  Agreement.  Each reference to
"Bank" or "Banks" in Section 4.2 of the Credit Agreement (except with respect to
the term "Bank" in the  parenthetical  commencing  in the third line thereof) is
deleted and replaced by "Revolving Bank" or "Revolving Banks", as applicable.

     13. Amendment to Section 4.3(c) of the Credit  Agreement.  The reference to
"Bank" in Section  4.3(c) of the Credit  Agreement  is deleted and  replaced byn
"Revolving Bank".

     14. Amendment to Section 5.2(a)(A) of the Credit  Agreement.  The reference
to "Banks" in Section  5.2(a)(A) of the Credit Agreement is deleted and replaced
by "Revolving Banks".

     15.  Amendment  to  Section  5.2(a)(D)  of the  Credit  Agreement.  Section
5.2(a)(D)  of the Credit  Agreement  is amended and  restated in its entirety as
follows:

               (D) The Borrowers shall make the following  payments of principal
          of the Term Loans (including accrued interest thereon) or in the event
          that  the  Term  Loans  have  been  paid in full of  principal  of the
          Revolving Loans (including  accrued interest thereon) on the following
          dates:

                   DATE                           AMOUNT
                   ------------------           -----------
                   December 31, 2000             $5,000,000
                   March 31, 2001               $10,000,000
                   June 30, 2001                $10,000,000
                   September 30, 2001           $10,000,000
                   December 31, 2001            $10,000,000
                   March 31, 2002               $10,000,000
                   June 30, 2002                $10,000,000

     16.  Amendment  to  Section  5.2(b)(A)  of the  Credit  Agreement.  Section
5.2(b)(A) of the Credit  Agreement is amended by replacing the period at the end
of clause (v) with a "; and" and adding the following proviso at the end of such
clause:

          ;  provided,   however,  that  upon  the  occurrence  and  during  the
          continuance  of a Default,  such proceeds shall be applied pro rata to
          the Term Loans and the  obligations  referenced in clauses (i) through
          (iv) above;  provided,  further that upon such Default no longer being
          in effect, the cash collateral  provided pursuant to clause (iv) shall
          be applied to the Term Loans in accordance with clause (i).

     17. Amendment to Section 5.2(a)(C) of the Credit  Agreement.  The reference
to "then outstanding Loans " in the last line of Section 5.2(a)(C) of the Credit
Agreement  is deleted and  replaced by the  following:  "Term  Loans;  provided,
however,  that upon the occurrence and during the continuance of a Default, such
proceeds shall be applied pro rata to the Revolving Loans then  outstanding,  if
any, and the Term Loans".

     18. Amendment to Section 5.4(b) of the Credit Agreement.  Each reference to
"Form 4224 or Form 1001" in Section  5.4(b) of the Credit  Agreement  is deleted
and replaced by "Form W-8BEN or W-8ECI."

     19. Amendment to Section 7 of the Credit Agreement. The reference to "Bank"
in the  introductory  paragraph of Section 7 of the Credit  Agreement is deleted
and replaced by "Revolving Bank".

     20.  Amendment  to Section  9.13(a)(ii)  of the Credit  Agreement.  Section
9.13(a)(ii)  of  the  Credit  Agreement  is  amended  by  replacing  the  amount
"$125,000,000"   appearing   twice  in  such  paragraph  (ii)  with  the  amount
"$200,000,000".

     21. Amendment to Section 10.3 of the Credit Agreement.  Section 10.3 of the
Credit  Agreement  is amended by  deleting  clauses  (i) and (ii) in the proviso
thereof and replacing such clauses with the following:  "(i) $30,000,000 for the
period  commencing  October  22,  1999  and  ending  August  13,  2001  and (ii)
$20,000,000 (plus the unused portion of the $30,000,000 referenced in clause (i)
above)  for the  period  commencing  August  14,  2001 and  ending  on the Final
Maturity Date."

     22. Amendment to Section 10.4 of the Credit Agreement.  Section 10.4 of the
Credit  Agreement is amended by adding the  following  phrase at the end of such
Section:  "or as approved in writing by the Administrative and Collateral Agent;
provided, that such Subsidiary shall execute and deliver a Joinder Agreement and
the  Guaranty  (by an  amendment  thereto  pursuant  to which it becomes a party
thereto) or a substantially similar guaranty as described in Section 9.13(c)."

     23.  Amendment to Section 10.10 of the Credit  Agreement.  Section 10.10 of
the Credit Agreement is amended and restated in its entirety as follows:

          Consolidated  Funded Indebtedness to Consolidated  EBITDA.  Apria will
          not permit the Consolidated Funded Indebtedness to Consolidated EBITDA
          Ratio as of the end of any fiscal  quarter to exceed  2.75 to 1 during
          the  period  commencing  September  30,  2000 and  ending on the Final
          Maturity Date.

     24. Amendment to Section 13.4(b) of the Credit  Agreement.  Section 13.4(b)
of the Credit Agreement is amended as follows:

          (a) by deleting  clause (x) thereof in its entirety  and  replacing it
with the following new clause (x):

               (x) assign all or a portion of its Loans,  Term Loan  Commitments
               or Revolving Loan Commitments and related outstanding obligations
               under this  Agreement to one or more Banks or  Affiliates of such
               Banks or any entity (whether a corporation, partnership, trust or
               other entity) that is engaged in making,  purchasing,  holding or
               otherwise  investing  in bank  loans and  similar  extensions  of
               credit in the ordinary course of its business and is administered
               or managed by a Bank or an Affiliate of such Bank or; and

          (b) by deleting  the phrase "(i) any such  assignment  shall be for an
equal  percentage  of  its  Term  Loans,  Revolving  Loans  and  Revolving  Loan
Commitments" and renumbering the subsequent subsections (ii) through (v) of such
paragraph (b).

     25. Amendment to Section 13.13(a) of the Credit Agreement. Section 13.13(a)
of the Credit  Agreement is amended by inserting the following  phrase after the
colon in the second  proviso of such  section:  "(w)  without the consent of the
Required Revolving Banks, waive any provision of Section 7,".

     26. Amendment to Schedules and Exhibits.  Schedules I, II, VI, VIII, IX and
XI of, and  Exhibit H to, the Credit  Agreement  are amended by  replacing  such
Schedules and Exhibit H with  Schedules I, II, VI, VIII, IX and XI and Exhibit H
attached to this Amendment.

     27.  Representations.  Each of the Borrowers represents and warrants to the
Banks that:

          (a) It has the corporate or partnership power to execute,  deliver and
perform the terms and provisions of this  Amendment  and has taken all necessary
corporate  or  partnership  action  to  authorize  the  execution,  delivery and
performance by it of this Amendment;

          (b) Upon the  effectiveness of this Amendment,  no Default or Event of
Default shall have occurred and be continuing under the Credit Agreement;

          (c) Each of Apria and its Material  Subsidiaries has duly executed and
delivered this Amendment and this Amendment  constitutes  its legal,  valid  and
binding  obligation  enforceable   in  accordance  with  its  terms,  except  as
enforceability  may  be  limited  by  bankruptcy, reorganization,  moratorium or
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability; and

          (d) Each  representation  and  warranty  contained in Section 8 of the
Credit  Agreement  is true and correct in all  material  respects as though made
on and as of the date of this Amendment  (except that (i) with  respect  to  the
representations  and  warranties  contained  in  Section  8.5(a) of  the  Credit
Agreement,  each  reference  to "December 31, 1997" therein  shall  be  deemed a
reference to "December  31,  1999", each  reference to "June 30,  1998"  therein
shall be  deemed  a  reference  to  June 30,  2000"  and  each  reference to the
Effective  Date  shall be  deemed a  reference to the date of this Amendment and
(ii) with respect to any  representations and  warranties that  expressly  refer
to an earlier date (other than  in such Section 8.5), they  are true and correct
as of such earlier date).

     28.  Conditions  Precedent.  This  Amendment  shall become  effective  upon
satisfaction of the following conditions:

          (i) the  receipt by the  Administrative  and  Collateral  Agent of the
consent of each of the Banks to this Amendment;

          (ii) the receipt by the  Administrative  and Collateral  Agent of this
Amendment, duly  executed  and  delivered  by  each  of  the  Borrowers and  the
Administrative and Collateral Agent;

          (iii) the receipt by the  Administrative and Collateral Agent, for the
benefit of the Banks, of a prepayment of Term Loans,  in  immediately  available
unds, in the amount of $20,061,778;

          (iv) the receipt by the  Administrative  and Collateral Agent, for the
benefit of the Banks, as applicable,  of the principal of the Loans made by  all
Banks  being  replaced  in  connection  with this  Amendment,  accrued  interest
on the Loans (prorated to the effective date of this Amendment) and accrued fees
under the Credit Agreement (prorated to the effective date of this Amendment);

          (v) the receipt by the Administrative and Collateral Agent of all fees
due  under  the Fee  Letter  dated  August  14,  2000   between  Apria  and  the
Administrative and Collateral Agent (the "Fee Letter");

          (vi) the receipt by the  Administrative  and Collateral Agent, for the
benefit of the Banks, an amendment fee  equal to 0.25% of each  Bank's Revolving
Loan Commitment plus Term Loan Commitment as shown on Schedule I;

          (vii) the receipt by the  Administrative  and  Collateral  Agent of an
opinion of the Borrowers'  counsel in a form and substance  satisfactory to  the
Administrative and Collateral Agent; and

          (viii) the receipt by the  Administrative  and Collateral  Agent of an
officer's certificate of Apria to the effect that no Default or Event of Default
has occurred or is continuing  under the Credit  Agreement and that  each of the
representations  and  warranties contained  in  Section 27 of this Amendment are
true,  correct and  complete in  all  material  respects as  of the date of this
Amendment.

     29.  Reference  to and  Effect on the  Credit  Agreement,  Notes,  Security
Agreement and Guaranty.

          a.  Except as  specifically  amended  by this  Amendment,  the  Credit
Agreement  shall remain  in  full  force  and  effect and is hereby ratified and
confirmed. For purposes of the replacement of Banks pursuant to this  Amendment,
all such replacement of Banks shall be deemed to have  been  made  in accordance
with the provisions of Section 2.13 of the Credit Agreement.

          b. This Amendment shall be construed as one with the Credit  Agreement
and the  Credit  Agreement  shall,  where  the  context  requires,  be  read and
construed throughout so as to incorporate this Amendment.

          c. All  documents  executed in connection  with the Credit  Agreement,
including, but  not  limited to, the  Notes,  the  Security  Agreement  and  the
Guaranty  shall  remain  in  full force and effect and  are hereby  ratified and
confirmed with respect to the Credit Agreement, as amended hereby.

     30. Entire  Agreement.  This Amendment,  together with the Credit Agreement
and the other  documents  referred to in, or executed in  connection  with,  the
Credit Agreement supersedes all prior agreements and understandings,  written or
oral, among the parties with respect to the subject matter of this Amendment.

     31. Expenses.  Subject to the limitations set forth in the Fee Letter,  the
Borrowers shall reimburse the  Administrative and Collateral Agent on demand for
all  reasonable  costs,  expenses and charges  (including,  without  limitation,
reasonable  fees and  charges of legal  counsel  and other  consultants  for the
Administrative   and  Collateral  Agent)  incurred  by  the  Administrative  and
Collateral Agent in connection with the preparation,  performance or enforcement
of this Amendment.

     32. Successors and Assigns.  This Amendment shall be binding upon and inure
to the benefit of its  parties and their  respective  successors  and  permitted
assigns.

     33.  Severability.  Any provision of this  Amendment  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions   of  this   Amendment  and  any  such   prohibition   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     34. Captions. The captions and section headings appearing in this Amendment
are included  solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Amendment.

     35.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts  all of which when taken together shall constitute one and the same
instrument  and any of the parties to this  Amendment may execute this Amendment
by signing any such  counterpart;  signature pages may be detached from multiple
separate  counterparts  and  attached  to  a  single  counterpart  so  that  all
signatures are physically attached to the same document.

     36. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

                               [SIGNATURES FOLLOW]


<PAGE>



     IN WITNESS  WHEREOF,  the parties to this  Amendment have caused their duly
authorized  officers to execute and deliver this  Amendment as of the date first
above written.

                               APRIA HEALTHCARE GROUP INC.
                               APRIA HEALTHCARE, INC.
                               APRIACARE MANAGEMENT SYSTEMS, INC.
                               APRIA NUMBER TWO, INC.
                               APRIA HEALTHCARE OF NEW YORK STATE, INC.



                               By: /s/ John Maney
                                   ---------------------------------------------
                                   Name: John Maney
                                   Title: CFO


                               BANK OF AMERICA, N.A.,
                               as Administrative and Collateral Agent

                               By: /s/ Miles C. Dearden
                                   ---------------------------------------------
                                   Name: Miles C. Dearden
                                   Title: Managing Director


                               BANK OF AMERICA, N.A.,
                               as a Bank

                               By: /s/ Miles C. Dearden
                                   ---------------------------------------------
                                   Name: Miles C. Dearden
                                   Title: Managing Director


                               THE BANK OF NOVA SCOTIA

                               By: /s/ R. P. Reynolds
                                   ---------------------------------------------
                                   Name: R. P. Reynolds
                                   Title: Director


                               BNP PARIBAS

                               By: /s/ Brock Harris
                                   ---------------------------------------------
                                   Name: Brock Harris
                                   Title: Director


                               THE CHASE MANHATTAN BANK

                               By: /s/ Dawn Lee Lum
                                   ---------------------------------------------
                                   Name: Dawn Lee Lum
                                   Title: Vice President


                               CITY NATIONAL BANK

                               By: /s/ Darren Miyata
                                   ---------------------------------------------
                                   Name: Darren Miyata
                                   Title: Vice President


                               CREDIT LYONNAIS

                               By: /s/ John C. Oberle
                                   ---------------------------------------------
                                   Name: John C. Oberle
                                   Title: Vice President


                               FIRST UNION NATIONAL BANK

                               By: /s/ James P. Tanzillo
                                   ---------------------------------------------
                                   Name: James P. Tanzillo
                                   Title: Vice President


                               FLEET NATIONAL BANK

                               By: /s/ William R. Rogers
                                   ---------------------------------------------
                                   Name: William R. Rogers
                                   Title: Director


                               FOOTHILL CAPITAL CORPORATION

                               By: /s/ Jeff Nikora
                                   ---------------------------------------------
                                   Name: Jeff Nikora
                                   Title:


                               FOOTHILL INCOME TRUST, L.P.

                               By: /s/ Jeff Nikora
                                   ---------------------------------------------
                                   Name: Jeff Nikora
                                   Title:


                               MORGAN GUARANTY TRUST COMPANY
                               OF NEW YORK

                               By: /s/ Colleen B. Galle
                                   ---------------------------------------------
                                   Name: Colleen B. Galle
                                   Title: Vice President


                               UBS AG, STAMFORD BRANCH

                               By: /s/ Daniel W. Ladd III
                                   ---------------------------------------------
                                   Name: Daniel W. Ladd III
                                   Title: Executive Director


                               By: /s/ Dorothy L. McKinley
                                   ---------------------------------------------
                                   Name: Dorothy L. McKinley
                                   Title: Director, Banking Products Services,IS
<PAGE>

<TABLE>
                                                                                                        SCHEDULE 1
<CAPTION>

                                                                               COMMITMENTS
                                                                               -----------

                                 Revolving Loan           Revolving Loan          Term Loan               Term Loan
                                   Commitment               Commitment            Commitment              Commitment
                                                            Percentage                                    Percentage

<S>                              <C>                       <C>                  <C>                      <C>
Bank of America, N.A.            $12,343,096.24            24.68619248%         $46,656,903.76           24.68619248%

Fleet National Bank               $5,230,125.52            10.46025104%         $19,769,874.48           10.46025104%

UBS AG, Stamford Branch           $5,230,125.52            10.46025104%         $19,769,874.48           10.46025104%

Foothill Income Trust,            $2,092,050.21             4.18410042%          $7,907,949.79            4.18410042%
L.P.

Foothill Capital                  $2,092,050.21             4.18410042%          $7,907,949.79            4.18410042%
Corporation

The Bank of Nova Scotia           $4,184,100.42             8.36820084%         $15,815,899.58            8.36820084%

First Union National              $4,184,100.42             8.36820084%         $15,815,899.58            8.36820084%
Bank

The Chase Manhattan Bank          $4,184,100.42             8.36820084%         $15,815,899.58            8.36820084%

Credit Lyonnais                   $4,184,100.42             8.36820084%         $15,815,899.58            8.36820084%

Morgan Guaranty Trust             $3,138,075.31             6.27615062%         $11,861,924.69            6.27615062%
Company
Of New York

BNP Paribas                       $2,092,050.21             4.18410042%          $7,907,949.79            4.18410042%

City National Bank                $1,046,025.10             2.09205020%          $3,953,974.90            2.09205020%
                                  -------------             -----------          -------------            -----------

                                 $50,000,000.00           100.00000000%        $189,000,000.00          100.00000000%
</TABLE>
<PAGE>


                                                                   SCHEDULE II

                             AUTHORIZED INDIVIDUALS
                                [Section 2.3(b)]

                                Philip L. Carter
                                  John C. Maney
                                 James E. Baker
                                  Alicia Price
                               Walter H. Hinrichs
<PAGE>
                                                                   SCHEDULE VI

                              MATERIAL SUBSIDIARIES
                                 [Section 8.13]

                             APRIA HEALTHCARE, INC.
                    APRIA HEALTHCARE OF NEW YORK STATE, INC.

<PAGE>
                                                                  SCHEDULE VIII

                              EXISTING INDEBTEDNESS
                                 [Section 8.20]

    Under clauses (i) and (iv) of the definition of Indebtedness set forth in
                     Section 1.1(a) of the Credit Agreement

    A.   Clause (i) Indebtedness.


         The  following  is a list  of  obligations  of  borrowed  money  or for
         purchase  prices of  property or  services  deferred  more than 90 days
         where the current outstanding amount of the specific obligation exceeds
         $1,000,000  (multiple  obligations  to a single  creditor have not been
         aggregated):

                  Abbey Healthcare Group Incorporated 9 1/2% senior subordinated
                  notes due November 1, 2002, with a current aggregate principal
                  balance of $200,000,000 issued under the Indenture.

    B.   Capitalized  Lease  Obligation  Exceeding  $1,000,000  [Clause  (iv) of
         Definition of Indebtedness] (multiple obligations to a  single creditor
         have been aggregated).

                           Current        Long Term        Total Debt
                           -------        ----------       ----------
         IBM               $985,141       $2,763,610       $3,748,751


    C.   Interaffiliate Debt.

         The existence  of  interaffiliate  Indebtedness  between one or more of
         Apria  and its  Material  Subsidiaries  has been  disclosed  but is not
         specifically listed on this schedule.
<PAGE>
                                                                    SCHEDULE IX

                               MATERIAL CONTRACTS
                               ------------------

                                 [Section 8.23]

    A.   Contracts evidencing  Indebtedness for Capitalized Lease Obligations or
         for Borrowed Money or Deferred  Purchase Price Obligations (see clauses
         (i) and (iv) of Definitions of Indebtedness in Excess of $1,000,000):

              Disclosed on Schedule VIII.

    B.   Other  Material Contracts  involving  payment by or to Borrower of more
         than $10,000,000 per year:

         1.   Purchase Agreements in excess  of $10,000,000  (multiple contracts
              with single or related vendors have not been aggregated):

          (a) Purchase  Agreement,  dated   December  19,  1997,  by and between
              Invacare Corporation and Apria Healthcare, Inc.

          (b) Prime Vendor Agreement,  dated January 28, 2000,  between Cardinal
              Distribution and Apria Healthcare, Inc.

          (c) Purchase  Agreement,  dated April 1, 1999, by and between Red Line
              Medical Supply, Inc. and Apria Healthcare, Inc.

          (d) Purchase   Agreement,   dated  March  1,  1999,  by  and   between
              Respironics, Inc. and Apria Healthcare, Inc.

          (e) Purchase  Agreement,  dated December 19, 1997, as amended,  by and
              between Western Medica and Apria Healthcare, Inc.

          (f) Purchase  Agreement,  dated August 1, 2000, by and between Pacific
              Cylinders, Inc. and Apria Healthcare, Inc.


         2.   Revenue Agreements in excess  of $10,000,000  (multiple  contracts
              with single or related entities have not been aggregated):


          (a) National Durable Medical Equipment Services  Agreement,  effective
              January 1, 2000, between Kaiser  Foundation  Health Plan, Inc. and
              certain others and Apria Healthcare, Inc.

          (b) Provider  Agreement,  effective  April 1,  1999,  between  Olsten
              Network Management, Inc. and Apria Healthcare, Inc.

          (c) Participating  Agreement,  effective June 1, 1999,  between United
              Healthcare  Services,  Inc. and  Apria Healthcare,  Inc. and Apria
              Healthcare of New York State, Inc.

          (d) National  Ancillary  Service  Agreement,  effective April 1, 1999,
              between Aetna U.S. HealthCare, Inc., on behalf of itself  and  its
              affiliates, and Apria Healthcare, Inc.


         3.   Blue Cross/Blue Shield Revenue Agreements.

              Aggregate  revenue  agreements  with  the Blue  Cross/Blue  Shield
              entities exceed $23,000,000. However, Apria  does not believe that
              any one contract exceeds $10,000,000 in annual payments.

         4.   Interaffiliate Contracts.

              The existence  of interaffiliate  Material  Contracts among two or
              more of Apria and its  Material  Subsidiaries  has been disclosed,
              but the same are not specifically listed.

         5.   Lease Agreements in excess of $10,000,000 (multiple contracts with
              single or related entities have been aggregated):

              Motor Vehicle  Fleet Open-end  Operating  Lease  Agreement,  dated
              June 15,  1998,  by  and between PHH Vehicle  Management  Services
              Corporation and Apria Healthcare, Inc.
<PAGE>

                                                                    SCHEDULE XI

                             IMMATERIAL SUBSIDIARIES
                             -----------------------

                       APRIACARE MANAGEMENT SYSTEMS, INC.
                             APRIA NUMBER TWO, INC.
<PAGE>

                                                                      EXHIBIT H

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

     This  ASSIGNMENT AND ASSUMPTION  AGREEMENT (this  "Agreement")  dated as of
 __________  ___,  ______,  is  between  [______________]  (the  "Assignor") and
[_________________] (the "Assignee").

                                    RECITALS
                                    --------

     A. The  Assignor is a party to the Amended and  Restated  Credit  Agreement
dated as of November 13, 1998 (as amended, modified,  supplemented and in effect
from time to time, the "Credit  Agreement")  between Apria Healthcare Group Inc.
("Apria") and the Subsidiaries of Apria identified on the signature pages of the
Credit  Agreement and any Subsidiary of Apria that shall have executed a Joinder
Agreement  (Apria  and such  Subsidiaries  are  referred  to  individually  as a
"Borrower"  and  collectively  as  the  "Borrowers"),   each  of  the  financial
institutions  listed on Schedule I to the Credit Agreement or that,  pursuant to
Section  13.4 of the Credit  Agreement,  shall  become a "Bank" under the Credit
Agreement  (individually,  a "Bank" and collectively the "Banks"),  NationsBank,
N.A.,  as the  Syndication  Agent,  and Bank of America,  N.A. (as  successor in
interest  to  Bank  of  America  National  Trust  and  Savings  Association  and
NationsBank of Texas,  N.A.), as the  Administrative  and Collateral Agent. (All
capitalized terms used but not defined in this Agreement shall have the meanings
assigned to them in the Credit Agreement.)

     B. The Assignor wishes to assign to the Assignee and the Assignee wishes to
purchase  and  assume  from  the  Assignor,  all of the  interest  in all of the
Assignor's  rights and obligations  under the Credit Agreement as more fully set
forth below.

     C. It is a condition to such  assignment and  assumption  that the Assignor
and the Assignee shall have executed this Agreement.


                                    AGREEMENT
                                    ---------

     Accordingly,  in  consideration  of the  foregoing  and for other  good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Assignor and the Assignee agree as follows:

     1. The Assignor hereby sells and assigns to the Assignee  without  recourse
and without representation or warranty (other than as expressly provided in this
Agreement),  and the Assignee  hereby  purchases  and assumes from the Assignor,
[____]% of the Assignor's  rights and obligations with respect to the [Revolving
Loan Commitments]  [Term Loan Commitments]  under the Credit Agreement as of the
date  of this  Agreement  (the  "Assigned  Share"),  including  all  rights  and
obligations  with respect to the Assigned Share of the  [Revolving  Loans] [Term
Loans]  in the  amount  of  $[________].  After  giving  effect to such sale and
assignment,  the Assignee's Revolving Loan Commitment will be $[_______] and the
Assignee's Term Loan Commitment will be $[______], the amount of the outstanding
Loans owing to the Assignee will be $[_______] and the Assignee's Pro Rata Share
of the Total  Revolving Loan  Commitment  will be [____]% and the Assignee's Pro
Rata Share of the Total Term Loan Commitment will be [____]%.

     2. The  Assignor  (i)  represents  and  warrants  that it is the  legal and
beneficial  owner of the interest  being assigned by it under this Agreement and
that  such  interest  is free and  clear of any  adverse  claim;  (ii)  makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in  connection  with the
Credit  Agreement or the other  Credit  Documents  or the  execution,  legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of the  Credit
Agreement or the other  Credit  Documents  or any other  instrument  or document
furnished  pursuant to the Credit Agreement or the other Credit  Documents;  and
(iii) makes no  representation  or warranty and assumes no  responsibility  with
respect to the  financial  condition of any Credit Party or the  performance  or
observance by the Credit  Parties of any of their  obligations  under the Credit
Agreement or the other  Credit  Documents to which they are a party or any other
instrument or document  furnished  pursuant to the Credit Agreement or the other
Credit Documents.

     3. The  Assignee  (i)  confirms  that it has  received a copy of the Credit
Agreement and the other Credit Documents,  together with copies of the financial
statements  referred to in the Credit  Agreement and the other Credit  Documents
and such other  documents and  information as it has deemed  appropriate to make
its own credit analysis and decision to enter into this  Agreement;  (ii) agrees
that it will,  independently  and without reliance upon the  Administrative  and
Collateral Agent, the Assignor or any other Bank and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions  in taking or not taking  action  under the Credit  Agreement;
(iii)  confirms that it is an Eligible  Transferee  under the Credit  Agreement;
(iv) appoints and authorizes  the  Administrative  and Collateral  Agent to take
such action as agent on its behalf and to exercise  such powers under the Credit
Agreement and the other Credit Documents as are delegated to the  Administrative
and Collateral  Agent by the terms of the Credit  Agreement and the other Credit
Documents,  together  with such  powers  as are  reasonably  incidental  to such
powers;  and (v) agrees that it will perform in accordance  with their terms all
of the obligations which by the terms of the Credit Agreement are required to be
performed  by it as a Bank;  and (vi) to the extent  legally  entitled to do so,
attaches the forms described in Section 5.4(b)(ii) of the Credit Agreement.(1)

     4.  Following  the  execution  of this  Agreement  by the  Assignor and the
Assignee, an executed original of this Agreement (together with all attachments)
will be delivered to the Administrative and Collateral Agent. The effective date
of this  Agreement  shall  be the date of  execution  of this  Agreement  by the
Assignor and the  Assignee and the receipt of any consent of the  Administrative
and  Collateral  Agent,  Apria and the  Issuing  Bank to the extent  required by
Section 13.4(b) of the Credit  Agreement and receipt by the  Administrative  and
Collateral Agent of the assignment fee referred to in such Section  13.4(b),  if
applicable (the "Settlement Date").

     5. Upon the delivery of a fully executed  original of this Agreement to the
Agent,  as of the  Settlement  Date,  (i) the  Assignee  shall be a party to the
Credit Agreement and, to the extent provided in this Agreement,  have the rights
and obligations of a Bank under the Credit  Agreement and under the other Credit
Documents and (ii) the Assignor shall, to the extent provided in this Agreement,
relinquish  its rights and be  released  from its  obligations  under the Credit
Agreement and the other Credit Documents.

     6. It is agreed that the Assignee  shall be entitled to (w) all interest on
the Assigned Share of the Loans at the applicable  rates specified in the Credit
Agreement;  (x) all  Revolving  Loan  Commitment  Fees  (if  applicable)  on the
Assigned Share of the Revolving Loan Commitment at the applicable rate specified
in the Credit  Agreement;  and (y) all Letter of Credit Fees (if  applicable) on
the Assignee's  participation  in all Letters of Credit at the  applicable  rate
specified in the Credit Agreement,  which, in each case, accrue on and after the
Settlement  Date,  such interest and, if applicable,  Revolving Loan  Commitment
Fees and Letter of Credit Fees, to be paid by the  Administrative and Collateral
Agent  directly  to the  Assignee.  It is further  agreed  that all  payments of
principal  made on the Assigned  Share of the Loans which occur on and after the
Settlement Date will be paid directly by the Administrative and Collateral Agent
to the  Assignee.  Upon the  Settlement  Date,  the  Assignee  shall  pay to the
Assignor an amount  specified by the Assignor in writing  which  represents  the
Assigned  Share of the  principal  amount of the  respective  Loans  made by the
Assignor  pursuant  to  the  Credit  Agreement  which  are  outstanding  on  the
Settlement  Date, net of any closing  costs,  and which are being assigned under
this  Agreement.  The  Assignor  and the  Assignee  shall  make all  appropriate
adjustments  in payments  under the Credit  Agreement  for periods  prior to the
Settlement Date directly between themselves on the Settlement Date.

-----------------------
(1)  If  the Assignee  is organized under the laws of a jurisdiction outside the
     United States.

     This Assignment and Assumption Agreement shall be governed by and construed
in accordance with the laws of the State of California.

     IN WITNESS  WHEREOF,  the parties to this  Agreement have caused their duly
authorized  officers to execute and deliver this Bank  Assignment and Assumption
Agreement, as of the date first above written.

Accepted this ____ day of ___________, ____.

                                   [-------------------]
                                   as Assignor

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   [-------------------]
                                   as Assignee

                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:



Acknowledged and Agreed:

BANK OF AMERICA, N.A.,
as Administrative and Collateral Agent

By:
   ------------------------------------------
   Name:
   Title:



BANK OF AMERICA N.A.,
as Issuing Bank

By:
   ------------------------------------------
   Name:
   Title: