FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), by and among Rotech Healthcare Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors signatory to this First Supplemental Indenture (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to the Indenture, dated as of October 6, 2010 (the “Indenture”), by and among the Company, as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee, and the Subsidiary Guarantors named therein, is made and entered into this 24 day of October, 2011.

WHEREAS, the Company, certain of the Subsidiary Guarantors and the Trustee executed and delivered the Indenture which was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on October 8, 2010 with the Securities and Exchange Commission;

WHEREAS, Section 4.12 of the Indenture provides that under certain circumstances the Company shall cause each Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall guarantee payment of the Securities and all other monetary obligations under the Indenture on the same terms and conditions as those set forth in the Indenture and applicable to the other Subsidiary Guarantors;

WHEREAS, Section 9.01(4) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture without notice to or consent of any Holder to add Guarantees with respect to the Securities, including any Subsidiary Guarantees;

WHEREAS, the Company desires to amend the Indenture to add the New Subsidiary Guarantor as a Subsidiary Guarantor with respect to the Securities;

WHEREAS, all acts and things prescribed by the Indenture, by law and by the governing documents of the Company and the Subsidiary Guarantors necessary to make this First Supplemental Indenture a valid instrument legally binding on the Company and the Subsidiary Guarantors, in accordance with its terms, have been duly done and performed; and

WHEREAS, all conditions precedent to amend or supplement the Indenture have been met;

NOW, THEREFORE, to comply with the provisions of the Indenture, and in consideration of the above premises, the Company, the Subsidiary Guarantor and the Trustee, intending to be legally bound, hereby covenant and agree as follows:

Section 1.Addition of Subsidiary Guarantor. The entity listed on Schedule 1 hereto (the “New Subsidiary Guarantor”) hereby guarantees payment of the Securities and all

other monetary obligations under the Indenture on the same terms and conditions as those set forth in the Indenture and applicable to the other Subsidiary Guarantors.

Section 2.Ratification of Indenture. Except as specifically modified herein, the Indenture is in all respects ratified and confirmed and shall remain in full force and effect in accordance with its terms.

Section 3.Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed or shall be construed to be assumed by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect to this First Supplemental Indenture.

Section 4.Recitals; Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantor. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture.

Section 5.Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 6.Counterparts; Method of Execution. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

Section 7.Defined Terms. All capitalized terms used in this First Supplemental Indenture which are not otherwise defined herein, shall have the respective meanings specified in the Indenture, unless the context otherwise requires.

Section 8.Titles. Section titles are for descriptive purposes only and shall not control the meaning of this First Supplemental Indenture as set forth in this text.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective authorized officers, as of the day and year first above written.

By: /s/ Philip L. Carter________________________

Name: Philip L. Carter

    

By: /s/ Philip L. Carter________________

as Trustee

By:/s/ Craig A. Kaye_________________________

Name: Craig A. Kaye    

Title: Vice President