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EXHIBIT 4.7
FIRST AMENDMENT TO CREDIT AGREEMENT
AND WAIVER
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of the
15th day of November, 1999 (this "Amendment"), is made among MATRIA HEALTHCARE,
INC., a Delaware corporation (the "Borrower"), the Required Lenders (as defined
in the Credit Agreement referred to below), and FIRST UNION NATIONAL BANK, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
RECITALS
A. The Borrower, certain banks and other financial institutions, the
Administrative Agent, and Xxxxxx Trust and Savings Bank, as Co-Agent, are
parties to a Credit Agreement, dated as of January 19, 1999 (the "Credit
Agreement"), providing for the availability of certain credit facilities to the
Borrower upon the terms and conditions set forth therein. Capitalized terms used
herein without definition shall have the meanings given to them in the Credit
Agreement.
B. The Borrower and the Required Lenders have agreed to amend the
Credit Agreement, and the Required Lenders have agreed to waive certain
requirements contained therein, upon the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1.1 Applicable Margin Percentages. The pricing matrix contained in the
definition of "Applicable Margin Percentage" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
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Applicable Margin
Percentage for Foreign
Applicable Margin Currency Revolving
Percentage for Loans and
Leverage Ratio Base Rate Loans LIBOR Loans
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Greater than or equal to 3.0 to 1.0 . 2.250% 3.250%
Greater than or equal to 2.5 to 1.0 but
less than 3.0 to 1.0 2.000% 3.000%
Greater than or equal to 2.0 to 1.0 but
less than 2.5 to 1.0 1.750% 2.750%
Greater than or equal to 1.5 to 1.0 but
less than 2.0 to 1.0 1.500% 2.500%
Less than 1.5 to 1.0 1.250% 2.250%
ARTICLE II
WAIVER
2.1 Interest Rate Protection. In consideration of the agreement by the
Borrower to the amendments set forth in SECTION 1.1, the Required Lenders hereby
agree to waive any Default or Event of Default arising from noncompliance by the
Borrower with SECTION 6.8 of the Credit Agreement (Interest Rate Protection).
The waiver of the Required Lenders set forth herein is limited as specified and
shall not constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Credit Agreement or a waiver of any Default or
Event of Default except as expressly set forth herein.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants as follows:
3.1 Representations and Warranties. Each of the representations and
warranties of the Borrower contained in the Credit Agreement and in the other
Credit Documents will be true and correct on and as of the Amendment Effective
Date (as hereinafter defined) and after giving effect to this Amendment with the
same effect as if made on and as of such date (except to the extent any such
representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty is true and correct
as of such date).
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3.2 No Default. On and as of the Amendment Effective Date and after
giving effect to this Amendment, no Default or Event of Default will have
occurred and be continuing.
ARTICLE IV
MISCELLANEOUS
4.1 Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Credit Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement except as
expressly set forth herein. Except as expressly amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
4.2 Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia (without regard to
the conflicts of law provisions thereof).
4.3 Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.
4.4 Successors and Assigns. This Amendment shall be binding upon, inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.
4.5 Construction. The headings of the various sections and subsections of
this Amendment have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof.
4.6 Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. This Amendment
shall become effective on the date (the "Amendment Effective Date") upon which
the Administrative Agent shall have received an executed counterpart hereof from
each of the Borrower and the Required Lenders.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
MATRIA HEALTHCARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: President and CEO
FIRST UNION NATIONAL BANK, as
Administrative Agent and as Lender
By: /s/ J. Xxxxxxx XxxXxxx, Xx.
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Title: Vice President
XXXXXX TRUST AND SAVINGS BANK,
as Co-Agent and as Lender
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Vice President
BANKERS TRUST COMPANY
By: /s/ G. Xxxxxx Xxxxx
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Title: Principal
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