EXHIBIT 4.10
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is executed
this 21st day of June, 2002, by the Additional Guarantor (as herein after
defined) and Xxxxx Fargo Bank Minnesota, N.A., as Trustee (the "Trustee").
WHEREAS, MATRIA HEALTHCARE, INC., a Delaware corporation, as issuer
(the "Issuer") and certain of its wholly-owned subsidiaries listed on Exhibit A
attached hereto (the "Existing Guarantors") have heretofore entered into an
Indenture dated as of July 9, 2001 (the "Original Indenture"), with Trustee
pursuant to which the Trustee acts as trustee for the Holders of the Issuer's
11% Senior Notes due 2008;
WHEREAS, pursuant to the term of Article Ten of the Indenture, each
Guarantor, by executing the Indenture, jointly and severally, unconditionally
guarantees the Issuer's payment and performance obligations under the Indenture;
WHEREAS, in accordance with Section 4.13 of the Original Indenture, the
Restricted Subsidiary listed on Exhibit B attached hereto (the "Additional
Guarantor") must execute supplements to the Original Indenture for the purpose
of joining the Existing Guarantors as a Guarantor;
WHEREAS, Section 4.13 of the Original Indenture permits the Additional
Guarantor to execute supplements to the Original Indenture for the purpose of
adding Guarantors; and
WHEREAS, Section 4.13 also requires the Additional Guarantor to execute
and deliver a notation of guarantee.
NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows.
Section 1. Definitions. All capitalized terms used in this
Supplemental Indenture not defined herein shall have the meanings ascribed to
them in the Original Indenture.
Section 2. Additional Guarantors.
(a) The Additional Guarantor is hereby added as a
Guarantor with all of the obligations of a Guarantor as set forth in the
Original Indenture, as amended and supplemented by this Supplemental Indenture.
(b) As further evidence of the Additional Guarantor's
Note Guarantee, the Additional Guarantor shall execute and deliver along with
this Supplemental Indenture a notation of guarantee, the form of which is
attached hereto as Exhibit C, and shall have all of the obligations of a
Guarantor thereunder.
Section 3. Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be deemed an
original, but of all which together shall constitute one and the same document.
Section 4. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the principles of conflicts of laws.
[signature pages follow]
IN WITNESS WHEREOF, XxxxxxXxxx.xxx, Inc. has caused this Supplemental
Indenture to be duly executed all as of the date and year first above written.
XXXXXXXXXX.XXX, INC.
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President
By:
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer
This Supplemental Indenture is hereby acknowledged
and accepted this ____ day of June, 2002 by
XXXXX FARGO BANK MINNESOTA, N.A., as Trustee
By:
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Name:
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Title:
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EXHIBIT A
EXISTING GUARANTORS
A.R. Medical Supplies, Inc.
Clinical-Management Systems, Inc.
Diabetes Acquisition, Inc.
Diabetes Management Solutions, Inc.
Diabetes Self Care, Inc.
Facet Technologies, L.L.C.
Xxxxxx Medical Acquisition Company
Xxxxxx Medical International, L.L.C.
Xxxxxx Medical Direct, L.L.C.
Matria of New York, Inc.
National Reproductive Medical Centers, Inc.
Infertility Management Services, Inc.
PFCC Liquidation Corp.
PFCF Liquidation Corp.
PFMG Liquidation Corp.
Q Liquidation Corp.
Shared Care, Inc.
Matria Laboratories, Inc.
EXHIBIT B
ADDITIONAL GUARANTOR
XxxxxxXxxx.xxx, Inc.
EXHIBIT C
[attach notation of guarantee]
