June 6, 2001
Apria Healthcare Group Inc.
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Credit Suisse First Boston Corporation
Bank of America Securities LLC
X. X. Xxxxxx Securities Inc.
UBS Warburg
c/o Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting Agreement,
pursuant to which an offering will be made that is intended to result in an
orderly market for the common stock, $0.001 par value (the "SECURITIES"), of
Apria Healthcare Group Inc. and any successor (by merger or otherwise) thereto,
(the "COMPANY"), the undersigned hereby agrees that from the date hereof and
until 90 days after the public offering date set forth on the final prospectus
used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to the
Underwriting Agreement, to which you are or expect to become parties, the
undersigned will not offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any shares of Securities or securities convertible
into or exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such aforementioned
transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of Credit Suisse First Boston Corporation. The foregoing sentence shall
not apply to the sale of Securities pursuant to the Underwriting Agreement. In
addition, the undersigned agrees that, without the prior written consent of
Credit Suisse First Boston Corporation, it will not, during the period
commencing on the date hereof and ending 90 days after the Public Offering Date,
make any demand for or exercise any right with respect to, the registration of
any Securities or any security convertible into or exercisable or exchangeable
for the Securities.
Any Securities received upon exercise of options granted to the undersigned
will also be subject to this Agreement. Any Securities acquired by the
undersigned in the open market will not be subject to this Agreement. A transfer
of Securities or securities convertible into or exchangeable or exercisable for
any shares of Securities to an affiliate may be made, provided that, as a
condition to such transfer, the transferee agrees to be bound in writing for
your benefit by the terms of this Agreement.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if the Public Offering Date shall not have
occurred on or before September 30, 2001 or if the Company shall have terminated
the public offering prior to that date.
Very truly yours,
RELATIONAL INVESTORS LLC
by /s/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Member
