APRIA HEALTHCARE GROUP INC
SCHEDULE TO MASTER AGRMT - LYONNAISE
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>7
<FILENAME>exh10-23.txt
<DESCRIPTION>SCHEDULE TO MASTER AGRMT - LYONNAISE
<TEXT>
                                                                   EXHIBIT 10.23
                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                          dated as of December 3, 2002

                                     between

                   CREDIT LYONNAIS NEW YORK BRANCH ("PARTY A")
       the New York Branch of Credit Lyonnais S.A., a banking corporation
         organized and existing under the laws of the Republic of France

                                       and

                     APRIA HEALTHCARE GROUP INC. ("PARTY B")
  a corporation organized and existing under the laws of the State of Delaware

PART 1. TERMINATION PROVISIONS

(a)     "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

         Section 5(a)(v),       None
         Section 5(a)(vi),      None
         Section 5(a)(vii),     None
         Section 5(b)(iv),      None

                       and in relation to Party B for the purpose of:

         Section 5(a)(v),       None
         Section 5(a)(vi),      None
         Section 5(a)(vii),     None
         Section 5(b)(iv),      None.

(b)      "SPECIFIED  TRANSACTION"  will have the meaning specified in Section 14
         of this Agreement.

(c)      The "CROSS  DEFAULT"  provisions of Section  5(a)(vi) of this Agreement
         will apply to both parties,  but shall exclude any payment default that
         results solely from wire transfer  difficulties or an error or omission
         of an administrative or operational nature (so long as sufficient funds
         are available to the relevant party on the relevant date),  but only if
         payment  is  made  within  three  Business  Days  after  such  transfer
         difficulties  have been  corrected  or the error or  omission  has been
         discovered.

         If such provisions apply:

         "SPECIFIED  INDEBTEDNESS" will have the meaning specified in Section 14
         of this  Agreement,  except  that  such  term  shall  not  include  any
         obligation  in respect of deposits  received in the ordinary  course of
         Party A's banking business.

         "THRESHOLD AMOUNT" means for Party A USD 10,000,000 and for Party B USD
         5,000,000 (or its  equivalent in any other  currency,  currency unit or
         combination thereof).

(d)      "TERMINATION CURRENCY" means United States Dollars.

(e)      The "CREDIT EVENT UPON MERGER"  provisions of Section  5(b)(iv) of this
         Agreement will apply to Party A and to Party B.

(f)      The  "AUTOMATIC  EARLY  TERMINATION"  provision of Section 6(a) of this
         Agreement will not apply to Party A and will not apply to Party B.

(g)      PAYMENTS ON EARLY TERMINATION.  For the purpose of Section 6(e) of this
         Agreement:

              (i)  Market  Quotation will apply.
              (ii) The Second Method will apply.

(h)      ADDITIONAL TERMINATION EVENT will apply to Party B. The following event
         shall constitute Additional Termination Events and Party B shall be the
         Affected Party:

         In the  event  that the  Credit  Agreement  is paid in  full,  amended,
         assigned or transferred  and this Agreement is no longer secured by the
         Collateral  Documents,  as such term is defined in the Credit Agreement
         and/or this  Agreement is no longer one of the Guaranty  Obligations as
         such term is defined in the Credit Agreement.

(i)      ADDITIONAL  EVENT OF DEFAULT.  The  occurrence  of any of the following
         shall constitute an additional  "Event of Default"  pursuant to Section
         5(a) of the Agreement with respect to Party B:

         Any  Events of  Default  as such term is  defined  in  Section 9 of the
         Credit  Agreement shall occur and be continuing.  For purposes  hereof,
         "Credit  Agreement"  shall mean the Third  Amended and Restated  Credit
         Agreement  dated as of June 7, 2002 among Party B, as Borrower  certain
         of its Subsidiaries,  as Guarantors,  the Lenders  identified  therein,
         Bank of  America,  N.A.,  as Agent and Party A, The Bank of Nova Scotia
         and Fleet National Bank, as Co-Syndication Agents,  arranged by Banc of
         America  Securities LLC, as sole Lead Arranger and sole Book Manager as
         such Credit Agreement may be amended or supplemented from time to time.

PART 2.  TAX REPRESENTATIONS

(a)      PAYER  REPRESENTATIONS.   For  the  purpose  of  Section  3(e) of  this
         Agreement,  each of  Party  A and  Party  B  represents  that it is not
         required by any  applicable  law,  as  modified by the  practice of any
         relevant  governmental revenue authority,  of any Relevant Jurisdiction
         to make any deduction or withholding  for or on account of any Tax from
         any payment (other than interest  under Section 2(e),  6(d)(ii) or 6(e)
         of this  Agreement)  to be made by it to the  other  party  under  this
         Agreement.  In  making  this  representation,  it may  rely  on(i)  the
         accuracy  of any  representation  made by the other  party  pursuant to
         Section 3(f) of this Agreement;  (ii) the satisfaction of the agreement
         of the other party  contained  in Section  4(a)(i) or 4(a)(iii) of this
         Agreement and the accuracy and  effectiveness of any document  provided
         by the other party  pursuant to Section  4(a)(i) or  4(a)(iii)  of this
         Agreement;  and (iii) the  satisfaction  of the  agreement of the other
         party  contained in Section 4(d) of this Agreement;  provided,  that it
         shall not be a breach of this  representation  where reliance is placed
         on clause  (ii) and the other party does not deliver a form or document
         under  Section  4(a)(iii)  of this  Agreement  by  reason  of  material
         prejudice to its legal or commercial position.

(b)      PAYEE REPRESENTATIONS

         (i) Party A /Payee Tax Representation.  For the purpose of Section 3(f)
         of this Agreement,  Party A represents that each payment received or to
         be received by it in connection with this Agreement will be effectively
         connected  with its conduct of a trade or business in the United States
         of America.

         (ii) Party B/ Payee Tax Representation. For the purpose of Section 3(f)
         of  this  Agreement,  Party  B  represents  that  it  is  a corporation
         organized  and  existing  under  the laws of the  State of  Delaware.

PART 3.  AGREEMENT TO DELIVER DOCUMENTS

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement:

         Other documents to be delivered are:
<TABLE>

<S>                   <C>                                                 <C>                  <C>
                                                                                                  COVERED BY
  PARTY REQUIRED TO                                                        DATE BY WHICH         SECTION 3(D)
  DELIVER DOCUMENT    FORM/DOCUMENT/CERTIFICATE                            TO BE DELIVERED      REPRESENTATION
  -----------------   -------------------------------------------------   -------------------   --------------
                      Certified  copies of  all  documents  evidencing    Upon  execution  of         Yes
  Party B             necessary  corporate  or  partnership  or  other    Agreement
                      authorizations and approvals with respect to the
                      execution, delivery and performance by the party
                      or any Credit Support Provider of this Agreement,
                      each  Confirmation  and  any  applicable  Credit
                      Support Document.
  -----------------   -------------------------------------------------   -------------------   --------------
                      A certificate  of an  authorized  officer of  the   Upon  execution  of         Yes
  Party A and         party or  Credit  Support Provider  in respect of   Agreement
  Party B             such  party, if any,  certifying the  names, true
                      signatures  and authority of  the officers of the
                      party signing  this Agreement, each  Confirmation
                      and any applicable Credit Support Document.

  -----------------   -------------------------------------------------   --------------------   --------------
  Party B             Legal opinion substantially in the form of Exhibit  Upon  execution  of          No
                      I attached hereto.                                  this Agreement

 -----------------    -------------------------------------------------   --------------------   --------------
  Party B             The Credit Support Documents                        Already provided             No
                                                                          by Party B under
                                                                          the Credit Agreement.
</TABLE>

PART 4.  MISCELLANEOUS

(a)      ADDRESSES  FOR  NOTICES.  For  the  purpose of  Section  12(a) of  this
         Agreement:

         Address for notices or communications to Party A:

         Address:  1301 Avenue of the Americas, New York, New York 10019
         Attention:  Treasury Department
         Telex No.:  62410   Answerback:  CREDW
         Telephone No:  (212) 261-7310
         Facsimile No.:  (212) 459-3167

         Address for notices or communications to Party B

         Address:  Apria Healthcare Group Inc.
                   26220 Enterprise Court
                   Lake Forest, California 92630
         Attention:  Alicia Price
         Telephone No.: 949-639-2488
         Facsimile No:  949-639-6040

(b)      PROCESS  AGENT.  For the  purpose of Section  13(c) of this  Agreement,
         Party B appoints as its Process Agent: Registered Mail.

(c)      OFFICES.  The  provisions  of  Section  10(a) will apply to Party A and
         Party B.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10(c), (i) Party A is not
         a Multibranch Party, and (ii) Party B is not a Multibranch Party.

(e)      CALCULATION AGENT. The Calculation Agent shall be Party A.

(f)      CREDIT  SUPPORT  DOCUMENT.  The Credit  Support  Document in respect of
         Party A is None and in respect of Party B: The Collateral  Documents as
         such term is defined in the Credit Agreement.

(g)      CREDIT SUPPORT PROVIDER. Credit Support Provider means: (i) in relation
         to Party A: None;  (ii) in  relation to Party B: each  Subsidiary  that
         acts as Guarantor as such terms are defined in the Credit Agreement

(h)      GOVERNING  LAW.  THIS  AGREEMENT  WILL BE GOVERNED BY AND  CONSTRUED IN
         ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

(i)      NETTING  OF  PAYMENTS.  Subparagraph  (ii)  of  Section  2(c)  of  this
         Agreement will not apply to any Transaction.

(j)      "AFFILIATE"  will have the  meaning  specified  in  Section  14 of this
         Agreement,  except that for purposes of Section 3(c), "Affiliate" means
         with respect to Party A, any entity controlled,  directly or indirectly
         by Party A. For this  purpose,  "control of a majority of person" means
         ownership of a majority of the voting power of the entity or person.

PART 5.  OTHER PROVISIONS

(a)      PROCEDURES  FOR  ENTERING  INTO  TRANSACTIONS.  With  respect  to  each
         Transaction  entered into pursuant to this Agreement,  Party A will, on
         or promptly after the Trade Date thereof (by mail, telex, telecopier or
         other  electronic   means),   send  Party  B  a  Confirmation  of  each
         Transaction  between  them on the  standard  form used by Party A or in
         such other form as is mutually agreed upon by the parties. Party B will
         promptly thereafter accept the terms thereof by executing and returning
         to  Party  A an  executed  copy  or  request  the  correction  of  such
         Confirmation. If Party B fails to accept or dispute the Confirmation in
         the manner set forth  above  within  three  Local  Business  Days after
         receipt from Party A, such failure  shall  constitute  its agreement to
         the  terms  of the  Transaction  set out in such  Confirmation,  absent
         manifest error,  and the requirement of this Agreement that the parties
         exchange  Confirmations shall for all purposes be deemed satisfied by a
         Confirmation sent and an agreement deemed given as provided herein.

(b)      DEFINITIONS.  Unless  otherwise  specified  in  a   Confirmation,  this
         Agreement and each Transaction  between the parties shall be subject to
         the 2000 ISDA Definitions (the "2000  Definitions") the 1998 Supplement
         to  the  ISDA  1991  Definitions,  the  1998  FX and  Currency  Options
         Definitions (the "FX Definitions") and the 1996 ISDA Equity Derivatives
         Definitions (the "Equity Derivatives  Definitions"),  each as published
         by the International  Swap and Derivatives  Association,  Inc. ("ISDA")
         without reference to any amendment  subsequent to the date hereof.  For
         these purposes,  (i) all references in the 2000  Definitions and Equity
         Derivatives  Definitions to a "Swap  Transaction" and all references in
         the FX Definitions  to an FX  Transaction  or Currency  Option shall be
         deemed to apply to each  Transaction  under this Agreement and (ii) all
         references  in the 2000  Definitions  to a Business Day shall be deemed
         references to a Local Business Day under this Agreement. The provisions
         of the 2000 Definitions and Equity Derivatives  Definitions relating to
         Market  Disruption  Events and Adjustments to Indices and Extraordinary
         Events  Affecting  Shares  (and their  effects as well) will apply to a
         Transaction  under this Agreement  only to the extent not  inconsistent
         with the provisions of the applicable Confirmation. In the event of any
         inconsistency between the 2000 Definitions and the FX Definitions,  the
         FX  Definitions  will prevail with  respect to an FX  Transaction  or a
         Currency  Option.  In  the  event  of  any  inconsistency  between  the
         provisions of this Agreement, the 2000 Definitions,  the FX Definitions
         and  the  Equity  Derivatives  Definitions,   the  provisions  of  this
         Agreement will prevail. Any definition incorporated into a Confirmation
         shall  prevail  over  the  provisions  of  this  Agreement,   the  2000
         Definitions, the FX Definitions and the Equity Derivatives Definitions.

(c)      INDEMNIFIABLE  TAX. For purposes of Section 14 of this  Agreement,  the
         following shall be added at the end of the definition of "Indemnifiable
         Tax":

         "Notwithstanding the foregoing,  "Indemnifiable Tax" also means any Tax
         imposed  in respect of  payment  under  this  Agreement  by reason of a
         Change in Tax Law by a  government  or taxing  authority  of a Relevant
         Jurisdiction with respect to the party making such payment,  unless the
         other  party is  incorporated,  organized,  managed and  controlled  or
         considered  to have its seat in such  jurisdiction,  or is  acting  for
         purposes  of this  Agreement  through a branch  office  located in such
         jurisdiction."

(d)      ADDITIONAL  AGREEMENT.  For  purposes  of  Section  4(a)(iii)  of  this
         Agreement,  the  following  shall  be  added  immediately  prior to the
         existing  text:  "upon  learning that such form or document is required
         or".

(e)      RIGHT OF SET-OFF. Any  amount (the "Early Termination Amount")  payable
         to one  party (the  "Payee")  by  the other  party (the  "Payer") under
         Section 6(e),  in  circumstances  where there is (i) a Defaulting Party
         or (ii) one Affected Party in the case where a Termination  Event under
         Section 5(b) (iv) has occurred,  will, at the option of the party ("X")
         other than the Defaulting  Party or the  Affected  Party  (and  without
         prior notice to the Defaulting Party or the Affected party), be reduced
         by its set-off  against any  amount(s)  (the "Other  Agreement Amount")
         payable (whether at such  time or in  the future or upon the occurrence
         of  a  contingency) by  the  Payee to  the Payer  (irrespective  of the
         currency, place of payment or booking  office of the  obligation) under
         any other agreement(s) between the Payee and the Payer or instrument(s)
         or undertaking(s) issued  or executed  by one party to, or in favor of,
         the other party,  except as  otherwise  specified in those agreement(s)
         instruments(s),  or  undertaking(s) or separately  agreed  between  the
         Payer and the Payee (and the Other Agreement Amount  will be discharged
         promptly  and  in  all   respects  to  the  extent  it is  so set-off).
         X will  give  notice to  the other  party of any  set-off  so effected.

         For this  purpose,  either  the Early  Termination  Amount or the Other
         Agreement  Amount  (or the  relevant  portion of such  amounts)  may be
         converted by X into the currency in which the other is  denominated  at
         the rate of  exchange  at which such party  would be able,  acting in a
         reasonable manner and in good faith, to purchase the relevant amount of
         such currency.

         If an obligation is  unascertained,  X may in good faith  estimate that
         obligation  and  set-off  in respect  of the  estimate,  subject to the
         relevant  party   accounting  to  the  other  when  the  obligation  is
         ascertained.

         Nothing  herein shall be effective to create a charge or other security
         interest.  This provision shall be without prejudice and in addition to
         any right of set-off,  combination of accounts,  lien or other right to
         which any party is at any time otherwise entitled (whether by operation
         of law, contract or otherwise).

(f)      ESCROW.  If  either  party in  its  reasonable  judgment  determines at
         any time that there has been a material  adverse  change that is likely
         to affect the other  party's  ability to perform  its  ensuing  payment
         obligation in connection with a Transaction or  Transactions  involving
         payments  due from  each of the  parties  on the same day in  different
         currencies,  the party that has  formed  that  judgment  may notify the
         other  that  the  payments  due on that  day in  connection  with  that
         Transaction or those  Transactions are to be made in escrow, to a major
         commercial  bank  selected  by that  party in good  faith  and that has
         offices in the cities in which both payments are to be made. If such an
         election is made, each party shall make the payment due from it on that
         day by deposit  into escrow with that escrow  agent,  for value on that
         day, with  irrevocable  instructions  (i) to release the payment to the
         intended payee upon receipt by the escrow agent of the required counter
         payment  due from that  payee on the same day in  connection  with that
         Transaction accompanied by irrevocable instructions to the same effect,
         or (ii) if the required deposit in escrow of the counter payment due is
         not so made on the same  day,  for value on that  day,  to  return  the
         payment  deposited in escrow to the party that made the escrow deposit.
         The party that  elects to have  payments  made in escrow  shall pay the
         costs of the  escrow  arrangements  and  cause  those  arrangements  to
         provide  that  the  escrow  agent  will  pay  interest  on each  amount
         deposited in escrow with it in either of the relevant cities,  for each
         day such  amount  remains  in escrow  past 5:00 p.m.  local time in the
         city, at the same rate per annum, and calculated in the same way, as it
         would pay on overnight deposits placed with it in the relevant currency
         and city for value on such day.  The  escrow  arrangements  shall  also
         provide that such  interest on any amount in escrow shall be payable to
         the intended  payee of that amount,  provided that it has deposited the
         counter  payment due from it into escrow as  contemplated  herein,  and
         that,  if it has not done so,  such  interest  shall be  payable to the
         other party.

(g)      JURY TRIAL. Each party hereby waives its respective right to jury trial
         with respect to any litigation  arising under,  or in connection  with,
         this Agreement or any Transaction.

(h)      REPRESENTATIONS.  Section  3 is  hereby  amended  by  adding at the end
         thereof the following Subparagraphs (g), (h), and (i):

         (g) LINE OF  BUSINESS.  It has entered into this  Agreement  (including
         each  Transaction  evidenced  hereby) in  conjunction  with its line of
         business (including financial intermediation services) or the financing
         of its business.

         (h) ELIGIBLE CONTRACT PARTICIPANT. It constitutes an "eligible Contract
         participant" as such term is defined in Section 1a(12) of the Commodity
         Exchange Act (2000)

         (i) RELATIONSHIP  BETWEEN  PARTIES.  Each  party   will  be  deemed  to
         represent  to the  other  party on the date on which it  enters  into a
         Transaction  that (absent  written  agreement  between the parties that
         expressly  imposes  affirmative  obligations  to the  contrary for that
         Transaction):

             (a) NON-  RELIANCE.  It is acting for its own  account,  and it has
             made its own independent  decisions to enter into that  Transaction
             and as to whether that  Transaction is appropriate or proper for it
             based upon its own judgment  and upon advice from such  advisers as
             it has deemed  necessary.  It is not  relying on any  communication
             (written or oral) of the other party as  investment  advice or as a
             recommendation to enter into that Transaction;  it being understood
             that  information  and  explanations   related  to  the  terms  and
             conditions  of a  Transaction  shall not be  considered  investment
             advice  or a  recommendation  to enter  into that  Transaction.  No
             communication (written or oral) received from the other party shall
             be  deemed  to be an  assurance  or  guarantee  as to the  expected
             results of that Transaction.

             (b)  ASSESSMENT AND  UNDERSTANDING.  It is capable of assessing the
             merits  of  and   understanding  (on  its  own  behalf  or  through
             independent  professional advice), and understands and accepts, the
             terms, conditions and risks of that Transaction. It is also capable
             of assuming, and assumes, the risks of that Transaction.

             (c) STATUS OF PARTIES. The other party is not acting as a fiduciary
             for or an adviser to it in respect of that Transaction.

(i)      MONITORING AND RECORDING.  Each party (i) consents to the monitoring or
         recording, at any time and from time to time, by the other party of any
         and all  communications  between  officers or employees of the parties,
         (ii) waives any further notice of such  monitoring or recording,  (iii)
         agrees to notify its officers  and  employees  of such  monitoring  and
         recording, and (iv) agrees that any such recordings may be submitted in
         evidence to any court or in any proceeding relating to this Agreement.

(j)      SEVERABILITY.  In the event any one or more of the provisions contained
         in this Agreement should be held invalid,  illegal, or unenforceable in
         any respect, the validity, legality and enforceability of the remaining
         provisions  contained  herein  shall  not in any  way  be  affected  or
         impaired   thereby.   The  parties  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.

(k)      SCOPE OF AGREEMENT. Notwithstanding anything contained in the Agreement
         to the  contrary,  upon  the  effectiveness  of the  Agreement  (unless
         otherwise  agreed  to in  writing  by the  parties)  (i) any  Specified
         Transaction  then  outstanding  and  (ii)  any  Specified   Transaction
         subsequently  entered into by the parties shall be  "Transactions"  for
         purposes of and be subject to,  governed by and construed in accordance
         with the terms of this Agreement and each related confirmation shall be
         a  "Confirmation"  for  purposes  of, and be read and  construed as one
         with, this Agreement.

(l)      PARI PASSU.  Party B's obligations under this Agreement shall rank pari
         passu with the obligations of Party B under the Credit Agreement.

(m)      This  Agreement  shall deem to be a Hedging  Agreement  as such term is
         defined in the Credit Agreement.

<PAGE>

Please confirm your agreement to the terms of the foregoing  Schedule by signing
below.


CREDIT LYONNAIS NEW YORK BRANCH


By: /s/ ROBIN MOSER
    ------------------------------------
Name:  Robin Moser
Title: Senior Vice President & Treasurer


APRIA HEALTHCARE GROUP INC.


By: /s/ JAMES E. BAKER
    -------------------------------------
Name:  James E. Baker
Title: Chief Financial Officer
<PAGE>

                                                                   EXHIBIT I

[Letterhead of Counsel for the Party B]


Re:  Master Agreement, dated as of _____________, 2002
     (the "Agreement"), between Credit Lyonnais
     New York Branch ("Party  A") and ____________
     (the "Party B")


Dear Sirs:

     I am an attorney admitted to practice in ____________ and am counsel to the
Party B, and as such am generally familiar with its affairs. I have examined the
Agreement and such other records and instruments as I deemed advisable.

     Based upon the foregoing,  and having regard for legal considerations which
I deem relevant, I am of the opinion that:

     The Party B is duly  organized and validly  existing  under the laws of the
jurisdiction of its  organization or  incorporation  and, if relevant under such
laws, in good standing.

     The Party B has the power (a) to execute  and deliver  the  Agreement,  any
other  required  documentation  relating to the Agreement and any Credit Support
Document to which it is a party,  and (b) to perform its  obligations  under the
Agreement and any obligations it has under any Credit Support  Document to which
it is a party,  and has taken all necessary  action to authorize such execution,
delivery and performance.

     Such  execution,  delivery and  performance do not violate or conflict with
any  law  applicable  to the  Party  B,  any  provision  of  its  constitutional
documents,  any order or  judgment  of any court or other  agency of  government
applicable to it or any of its assets or any contractual  restriction binding on
or affecting the Party B.

     All governmental and other consents that are required to have been obtained
by it with respect to the Agreement or any Credit Support  Document to which the
Party B is a party  have been  obtained  and are in full force and effect and it
has complied with all conditions of any such consents.

     The  obligations  of the Party B under the Agreement and any Credit Support
Document  to  which  it is a party  constitute  its  legal,  valid  and  binding
obligations,  enforceable in accordance with their  respective terms (subject as
to  enforceability  to  applicable   bankruptcy,   reorganization,   insolvency,
moratorium  or  similar  laws  affecting  creditors'  rights  generally  and  to
equitable  principles of general application  (regardless of whether enforcement
is sought in a proceeding in equity or at law)).


                               Very truly yours,






</TEXT>
</DOCUMENT>
