Supplement No. 2 to the Notes Security Agreement



 Exhibit 10.25 
 Execution Version 
 SECURITY AGREEMENT SUPPLEMENT 

SUPPLEMENT NO. 2, dated as of August 8, 2011, to the Security Agreement (as amended, restated, supplemented or otherwise modified, the
“Security Agreement”), dated as of October 28, 2008, by and among Sky Merger Sub Corporation and Apria Healthcare Group Inc., a Delaware corporation and successor in interest to Sky Merger Sub Corporation, Holdings, the other
Grantors party thereto and Bank of America, N.A. (“BofA”) as the initial collateral agent for the Secured Parties. 
 A. On August 13, 2009, U.S. Bank National Association succeeded BofA as the collateral agent (the “Collateral Agent”) for the Secured Parties pursuant to Section 6.11 of the
Intercreditor and Collateral Agency Agreement, dated as of May 27, 2009. 
 B. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. 
 C. Section 8.14 of
the Security Agreement provides that additional Restricted Subsidiaries of the Grantors may become Grantors under the Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned
Restricted Subsidiaries (each, a “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Party under the Security Agreement. 

Accordingly, the Collateral Agent and each New Subsidiary agree as follows: 

Section 1. In accordance with Section 8.14 of the Security Agreement, each New Subsidiary by its signature below becomes a
Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof; provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they shall be true and correct in all respects as of such earlier date and provided further that references to Schedule II of the Security Agreement shall be deemed to refer to the “Equity
Interests” section of Schedule I hereto with respect to each of the New Subsidiaries. In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in and to the Collateral
(as defined in the Security Agreement) of such New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Subsidiary. The Security Agreement is hereby incorporated herein by reference.

 Section 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed 







 
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the
signature of each New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Supplement. 
 Section 4. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule
I attached hereto is a true and correct schedule of the location of any and all Collateral of such New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of each New Subsidiary, its jurisdiction of
formation and the location of its chief executive office (or if different, its “location” as determined in accordance with Section 9-307 of the Uniform Commercial Code). 

Section 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 Section 8. All communications and notices hereunder shall be in writing and given as provided in Section 8.01 of the Security Agreement. 

Section 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with
this Supplement, including all Attorney Costs of counsel for the Collateral Agent. 







 IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the date first above written. 
  

			
	301 CITY AVENUE, LLC
		
	By:	 	 /s/ Robert S. Holcombe

		 	Name: Robert S. Holcombe
		 	Title: Executive Vice President
	
	Legal Name: 301 CITY AVENUE, LLC
		 	Jurisdiction of Formation: West Virginia
		 	 Location of Chief Executive Office: 26220
 Enterprise Court, Lake Forest, CA 92630



 [Security Supplement Agreement No. 2] 







 IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the date first above written. 
  

			
	301 MANAGEMENT, INC.
		
	 By:
	 	 /s/ Robert S. Holcombe

		 	Name: Robert S. Holcombe
		 	Title: Executive Vice President
	
	Legal Name: 301 MANAGEMENT, INC.
		 	Jurisdiction of Formation: Delaware
		 	Location of Chief Executive Office: 26220 Enterprise Court, Lake Forest, CA 92630
	
	VALESCENT HEALTH LLC
		
	By:	 	 /s/ Raoul Smyth

		 	Name: Raoul Smyth
		 	Title: Vice President
	
	Legal Name: VALESCENT HEALTH LLC
		 	Jurisdiction of Formation: Delaware
		 	Location of Chief Executive Office: 26220 Enterprise Court, Lake Forest, CA 92630


 [Security Supplement Agreement No. 2] 








			
	 U.S. Bank National Association, as Collateral Agent

		
	    By:	 	 /s/ Raymond S. Haverstock

		 	Name: Raymond S. Haverstock
		 	Title: Vice President


 [Security Supplement Agreement No. 2] 








					
	SCHEDULE I TO SECURITY AGREEMENT SUPPLEMENT
	
	LOCATION OF COLLATERAL
			
		  	301 CITY AVENUE, LLC	  	
			
	Description	  		  	Location
			
		  	None.	  	
			
		  	301 MANAGEMENT, INC.	  	
			
	Description	  		  	 Location

			
		  	None.	  	
			
		  		  	
			
		  	VALESCENT HEALTH LLC	  	
			
	Description	  		  	 Location

			
		  		  	
			
		  	None.	  	

 EQUITY INTERESTS 
  

											
	301 CITY AVENUE, LLC	  
	Issuer	  	 Number of
 Certificate
	  	 Registered
 Owner
	  	 Number and
 Class of
 Equity Interest
	  	 Percentage
 of Equity Interests
	 
	 301 CITY AVENUE, LLC
	  	Not Certificated	  	301 Management, Inc.	  	N/A	  	 	100%	  
	
	 301 MANAGEMENT, INC.
  
	   
 

	Issuer	  	 Number of
 Certificate
	  	 Registered
 Owner
	  	 Number and
 Class of
 Equity Interest
	  	 Percentage
 of Equity Interests
	 
	 301 MANAGEMENT, INC.
	  	1	  	Apria Healthcare, Inc.	  	100 shares	  	 	100%	  
	
	 VALESCENT HEALTH LLC
  
	   
 

	Issuer	  	 Number of
 Certificate
	  	 Registered
 Owner
	  	 Number and
 Class of
 Equity Interest
	  	 Percentage
 of Equity Interests
	 
	 VALESCENT HEALTH LLC
	  	Not Certificated	  	Apria Healthcare Group Inc.	  	N/A	  	 	100%	  

 PROMISSORY NOTES 








							
	 301 CITY AVENUE, LLC
  

	Issuer	  	 Principal
 Amount as of the date of
 issuance (or delivery)
	  	Date of Note/Instrument	  	Maturity Date
	
	 None.

 

	 301 MANAGEMENT, INC.
  

	Issuer	  	 Principal
 Amount as of the date of
 issuance (or delivery)
	  	Date of Note/Instrument	  	Maturity Date
	
	None.
	
	 VALESCENT HEALTH LLC
  

	Issuer	  	 Principal
 Amount as of the date of
 issuance (or delivery)
	  	Date of Note/Instrument	  	Maturity Date

 None. 
 COMMERCIAL TORT CLAIMS 
 301 CITY AVENUE, LLC 

None. 
 301
MANAGEMENT, INC. 
 None. 
 VALESCENT HEALTH LLC 







 None. 
 INTELLECTUAL PROPERTY 
 301 CITY AVENUE, LLC 

((a) U.S. Patents, U.S. Patent Applications, (b) U.S. Trademark Registrations and Applications, (c) U.S. Copyright Registrations and
Applications, (d) Domain Names, (e) exclusive Licenses of U.S. Patents, Patent Applications, Trademark Registrations or Applications and Copyrights where such New Subsidiary is the Licensee) 

None. 
 301
MANAGEMENT, INC. 
 ((a) U.S. Patents, U.S. Patent Applications, (b) U.S. Trademark Registrations and Applications, (c) U.S. Copyright
Registrations and Applications, (d) Domain Names, (e) exclusive Licenses of U.S. Patents, Patent Applications, Trademark Registrations or Applications and Copyrights where such New Subsidiary is the Licensee) 

None. 
 VALESCENT
HEALTH LLC 
 ((a) U.S. Patents, U.S. Patent Applications, (b) U.S. Trademark Registrations and Applications, (c) U.S. Copyright
Registrations and Applications, (d) Domain Names, (e) exclusive Licenses of U.S. Patents, Patent Applications, Trademark Registrations or Applications and Copyrights where such New Subsidiary is the Licensee) 

None. 
 REAL
PROPERTY (LEASED AND OWNED) 
 301 CITY AVENUE, LLC 
 None. 







 301 MANAGEMENT, INC. 
 None 
 VALESCENT HEALTH LLC 

None 
 BANK
ACCOUNTS 
 301 CITY AVENUE, LLC 
 None. 
 301 MANAGEMENT, INC. 

None. 
 VALESCENT
HEALTH LLC 
 None.