SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT
SECOND
AMENDMENT TO CREDIT AGREEMENT AND CONSENT
THIS
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of November 2,
2006
(this “Amendment”)
is
entered into among Matria Healthcare, Inc., a Delaware corporation (the
“Borrower”),
the
Guarantors party hereto, the Lenders party hereto and Bank of America,
N.A., as
Administrative Agent and Collateral Agent. All capitalized terms used herein
and
not otherwise defined herein shall have the meanings given to such terms
in the
Credit Agreement (as defined below).
RECITALS
WHEREAS
the Borrower, the Guarantors, the Lenders and Bank of America, N.A., in
its
capacity as Administrative Agent and Collateral Agent entered into that
certain
Credit Agreement dated as of January 19, 2006 (as amended or modified from
time
to time, the “Credit
Agreement”);
and
WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement
as set
forth below;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as
follows:
1. Consent.
Notwithstanding the terms of Section 8.12 of the Credit Agreement, the
Lenders
hereby agree that the Borrower may use the proceeds of the Tranche B-2
Term Loan
to prepay the Second Lien Term Loan in full on the Second Amendment Effective
Date.
2. Amendments
to Credit Agreement.
The
Credit Agreement is hereby amended as follows:
(a) The
following definitions are hereby added to Section 1.01 of the Credit Agreement
in the appropriate alphabetical order and shall read as follows:
“Second
Amendment Effective Date”
means
November 2, 2006.
“Tranche
B-2 Term Loan”
has
the
meaning specified in Section
2.01(c).
“Tranche
B-2 Term Loan Commitment”
means,
as to each Lender, its obligation to make its portion of the Tranche B-2
Term
Loan to the Borrower pursuant to Section
2.01(c),
in the
principal amount set forth opposite such Lender’s name on Schedule
2.01.
The
aggregate principal amount of the Tranche B-2 Term Loan Commitments of
all of
the Lenders as in effect on the Second Amendment Effective Date is SIXTY-FIVE
MILLION DOLLARS ($65,000,000).
“Tranche
B-2 Term Loan Note”
has
the
meaning specified in Section
2.11(a).
(b) The
following definitions in Section 1.01 of the Credit Agreement are deleted
in
their entirety: “Consolidated First Lien Leverage Ratio”, “Tranche C Term Loan”,
“Tranche C Term Loan Commitment” and “Tranche C Term Loan Note”.
(c) The
definition of “Applicable Percentage” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:
1
“Applicable
Percentage”
means
with respect to any Lender, (a) with respect to such Lender’s Revolving
Commitment at any time, the percentage of the Aggregate Revolving Commitments
represented by such Lender’s Revolving Commitment at such time; provided that if
the commitment of each Lender to make Revolving Loans and the obligation
of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant
to
Section
9.02
or if
the Aggregate Revolving Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of
such
Lender most recently in effect, giving effect to any subsequent assignments,
(b)
with respect to such Lender’s portion of the outstanding Tranche B Term Loan at
any time, the percentage of the outstanding principal amount of the Tranche
B
Term Loan held by such Lender at such time and (c) with respect to such
Lender’s
portion of the outstanding Tranche B-2 Term Loan at any time, the percentage
of
the outstanding principal amount of the Tranche B-2 Term Loan held by such
Lender at such time. The initial Applicable Percentage of each Lender is
set
forth opposite the name of such Lender on Schedule
2.01
or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.
(d) The
language preceding the table in subclause (b) in the definition of “Applicable
Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as
follows:
(b)
with
respect to the Tranche B Term Loan and the Tranche B-2 Term Loan, the following
percentages per annum, based upon the Consolidated Leverage Ratio as set
forth
in the most recent Compliance Certificate received by the Administrative
Agent
pursuant to Section 7.02(a):
(e) The
definition of “Change of Control” in Section 1.01 of the Credit Agreement is
hereby amended by deleting subclause (c) in its entirety.
(f) The
definition of “Commitment” in Section 1.01 of the Credit Agreement is hereby
amended to read as follows:
“Commitment”
means,
as to each Lender, the Revolving Commitment of such Lender, the Tranche
B Term
Loan Commitment of such Lender and/or the Tranche B-2 Term Loan Commitment
of
such Lender.
(g) The
definition of “Consolidated Scheduled Funded Debt Payments” in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
“Consolidated
Scheduled Funded Debt Payments”
means
for
any period for the Borrower and its Subsidiaries
on a
consolidated basis, the sum of all scheduled payments of principal on
Consolidated Funded Indebtedness, as determined in accordance with GAAP.
For
purposes of this definition, “scheduled payments of principal” (a) shall be
determined
without giving effect to any reduction of such scheduled
payments resulting from the application of any voluntary or mandatory
prepayments
made during the applicable period, (b) shall be deemed to include
the Attributable Indebtedness in respect of Capital Leases and (c) shall
not
include any voluntary prepayments or mandatory prepayments required pursuant
to
Section
2.05.
(h) The
definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:
2
“Excess
Cash Flow”
means,
for any period for the Borrower and its Subsidiaries, an amount equal to
the sum
of (a)
Consolidated EBITDA minus
(b)
Consolidated Capital Expenditures paid in cash minus
(c) the
cash portion of Consolidated Interest Charges minus
(d) cash
taxes paid minus
(e)
Consolidated Scheduled Funded Debt Payments minus
(f) the
amount of any voluntary prepayments made on the Tranche B Term Loan and
the
Tranche B-2 Term Loan minus
(g) the
amount of Contingent Purchase Price Obligations minus
(h)
increases in Consolidated Working Capital plus
(i)
decreases in Consolidated Working Capital,
in each
case on a consolidated basis determined in accordance with GAAP.
(i) The
definition of “Loan” in Section 1.01 of the Credit Agreement is hereby amended
to read as follows:
“Loan”
means
an extension of credit by a Lender to the Borrower under Article
II
in the
form of a Revolving Loan, Swing Line Loan, Tranche B Term Loan or Tranche
B-2
Term Loan.
(j) The
definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby
amended to read as follows:
“Maturity
Date”
means
(a) as to the Revolving Loans, Swing Line Loans and Letters of Credit (and
the related L/C Obligations), January 19, 2011, (b) as to the Tranche B
Term Loan, January 19, 2012 and (c) as to the Tranche B-2 Term Loan, January
19,
2012.
(k) The
definition of “Note” and “Notes” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:
“Note”
or
“Notes”
means
the Revolving Notes, the Swing Line Note, the Tranche B Term Loan Notes
and/or
the Tranche B-2 Term Loan Notes, individually or collectively, as appropriate.
(l) The
definition of “Term Loans” in Section 1.01 of the Credit Agreement is hereby
amended to read as follows:
“Term
Loans”
means
the collective reference to the Tranche B Term Loan and the Tranche B-2
Term
Loan, and “Term
Loan”
means
any one of them.
(m) Section
2.01(c) of the Credit Agreement is hereby amended to read as
follows:
(c) Tranche
B-2 Term Loan.
Subject
to the terms and conditions set forth herein, each Lender severally agrees
to
make its portion of a term loan (the “Tranche
B-2 Term Loan”)
to the
Borrower in Dollars on the Second Amendment Effective Date in an amount
not to
exceed such Lender’s Tranche B-2 Term Loan Commitment. Amounts repaid on the
Tranche B-2 Term Loan may not be reborrowed. The Tranche B-2 Term Loan
may
consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
herein,
provided,
however,
all
Borrowings made on the Second Amendment Effective Date shall be made as
Base
Rate Loans.
(n) Subsection
(e) Section 2.02 of the Credit Agreement is hereby amended to read as
follows:
3
(e) After
giving effect to all Borrowings, all conversions of Loans from one Type
to the
other and all continuations of Loans as the same Type, there shall not
be more
than 5 Interest Periods in effect with respect to Revolving Loans, 5 Interest
Periods in effect with respect to the Tranche B Term Loan and 2 Interest
Periods
in effect with respect to the Tranche B-2 Term Loan
(o) The
first
sentence of Section 2.05(a)(i) of the Credit Agreement is hereby amended
to read
as follows:
The
Borrower may, upon notice from the Borrower to the Administrative Agent,
at any
time or from time to time voluntarily prepay Revolving Loans, the Tranche
B Term
Loan and the Tranche B-2 Term Loan in whole or in part without premium
or
penalty; provided
that (A)
such notice must be received by the Administrative Agent not later than
11:00
a.m. (1) three Business Days prior to any date of prepayment of Eurodollar
Rate
Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such
prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof (or, if less, the entire
principal amount thereof then outstanding); (C) any prepayment of Base
Rate
Loans shall be in a principal amount of $1,000,000 or a whole multiple
of
$500,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding) and (D) any prepayment of the Term Loans shall be applied
pro
rata
to the Tranche B Term Loan and the Tranche B-2 Term Loan (in each case,
ratably
to the remaining principal amortization payments thereof).
(p) Section
2.05(b)(v) of the Credit Agreement is hereby amended to read as
follows:
(v) Equity
Issuances.
Immediately upon the receipt by any Loan Party or any Subsidiary of the
Net Cash
Proceeds of any Equity Issuance, the Borrower shall prepay the Term Loans
in an
aggregate amount equal to 50% of such Net Cash Proceeds. Any such prepayment
pursuant to this clause (v) to be applied as set forth in clause (vii)
below.
(q) Section
2.05(b)(vii)(B) of the Credit Agreement is hereby amended to read as
follows:
(B) with
respect to all amounts prepaid pursuant to Sections
2.05(b)(ii),
(iii),
(iv),
(v),
and
(vi)
pro rata
to the Tranche B Term Loan and the Tranche B-2 Term Loan (in each case,
ratably
to the remaining principal amortization payments thereof).
(r) Section
2.07(d) of the Credit Agreement is Credit Agreement is hereby amended to
read as
follows:
(d) Tranche
B-2 Term Loan.
The
Borrower shall repay the outstanding principal amount of the Tranche B-2
Term
Loan in installments on the dates and in the amounts set forth in the table
below (as such installments may hereafter be adjusted as a result of prepayments
made pursuant to Section
2.05),
unless
accelerated sooner pursuant to Section
9.02:
4
|
Payment
Dates
|
Principal
Amortization Payment
|
|
December
31, 2006
|
$162,500
|
|
March
31, 2007
|
$162,500
|
|
June
30, 2007
|
$162,500
|
|
September
30, 2007
|
$162,500
|
|
December
31, 2007
|
$162,500
|
|
March
31, 2008
|
$162,500
|
|
June
30, 2008
|
$162,500
|
|
September
30, 2008
|
$162,500
|
|
December
31, 2008
|
$162,500
|
|
March
31, 2009
|
$162,500
|
|
June
30, 2009
|
$162,500
|
|
September
30, 2009
|
$162,500
|
|
December
31, 2009
|
$162,500
|
|
March
31, 2010
|
$162,500
|
|
June
30, 2010
|
$162,500
|
|
September
30, 2010
|
$162,500
|
|
December
31, 2010
|
$162,500
|
|
March
31, 2011
|
$15,559,375
|
|
June
30, 2011
|
$15,559,375
|
|
September
30, 2011
|
$15,559,375
|
|
Maturity
Date
|
$15,559,375
|
(s) The
penultimate sentence of Section 2.11(a) of the Credit Agreement is hereby
amended to read as follows:
Each
such
promissory note shall (i) in the case of Revolving Loans, be in the form
of
Exhibit
2.10(a)(i)
(a
“Revolving
Note”),
(ii)
in the case of Swing Line Loans, be in the form of Exhibit
2.10(a)(ii)
(a
“Swing
Line Note”),
(iii)
in the case of the Tranche B Term Loan, be in the form of Exhibit
2.10(a)(iii)
(a
“Tranche
B Term Loan Note”)
and
(iv) in the case of the Tranche B-2 Term Loan, be in the form of Exhibit
2.10(a)(iv)
(a
“Tranche
B-2 Term Loan Note”).
(t) Subclause
(b) of Section 6.02 of the Credit Agreement is hereby amended to read as
follows:
(b)
conflict with or result in any breach or contravention of, or the creation
of
any Lien under, or require any payment to be made under (i) any material
Contractual Obligation to which such Person is a party or affecting such
Person
or the properties of such Person or any of its Subsidiaries or (ii) any
order,
injunction, writ or decree of any Governmental Authority or any arbitral
award
to which such Person or its property is subject
(u) Section
8.01(p) of the Credit Agreement is hereby amended to read as
follows:
(p) [Reserved.]
5
(v) Section
8.03(f) of the Credit Agreement is hereby amended to read as
follows:
(f) [Reserved.]
(w) Section
8.09(a) of the Credit Agreement is hereby amended to read as
follows:
(a) Enter
into, or permit to exist, any Contractual Obligation that encumbers or
restricts
on the ability of any such Person to (i) pay dividends or make any other
distributions to any Loan
Party
on
its Equity Interests or with respect to any other interest or participation
in,
or measured by, its profits, (ii) pay any Indebtedness or other obligation
owed
to any Loan
Party,
(iii) make loans or advances to any Loan
Party,
(iv) sell, lease or transfer any of its property to any Loan
Party,
(v) pledge
its property
pursuant
to the Loan Documents
or any renewals, refinancings, exchanges, refundings or extension thereof
or
(vi) act
as a
Loan Party pursuant to the Loan Documents
or any renewals, refinancings, exchanges, refundings or extension thereof,
except (in respect of any of the matters referred to in clauses (i)-(iv)
above)
for (1) this Agreement and the other Loan
Documents,
(2) any
document or instrument governing Indebtedness incurred pursuant to Section
8.03(e), provided
that any
such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (3) any Permitted Lien
or any
document or instrument governing any Permitted Lien, provided
that any
such restriction contained therein relates only to the asset or assets
subject
to such Permitted Lien or (4) customary restrictions and conditions contained
in
any agreement relating to the sale of any property permitted under Section
8.05
pending
the consummation of such sale.
(x) Section
8.11(b) of the Credit Agreement is hereby amended to read as
follows:
(b) [Reserved.]
(y) Section
8.12 of the Credit Agreement is hereby amended to read as follows:
8.12 [Reserved.]
(z) Section
9.01(m) of the Credit Agreement is hereby amended to read as
follows:
(m) [Reserved.]
(aa) Clause
(ix) of Section 11.01(a) of the Credit Agreement is hereby amended to read
as
follows:
(ix) without
the consent of Lenders (other than Defaulting Lenders) holding in the aggregate
at least a majority of each of (i) the outstanding Tranche B Term Loan
and (ii)
the outstanding Tranche B-2 Term Loan, (A) amend, change, waive, discharge
or terminate Section 2.05(b)(vii)
so as to
alter the manner of application of proceeds of any mandatory prepayment
required
by Section 2.05(b)(ii),
(iii),
(iv),
(v)
or
(vi)
hereof
or (B) amend or change
any provision of this Section 11.01(a)(ix);
or
(bb) Clause
(i) Section 11.06(b) of the Credit Agreement is hereby amended by replacing
the
reference to “Tranche C Term Loan” with a reference to “Tranche B-2 Term
Loan”.
6
(cc) Schedule
2.01 of the Credit Agreement is hereby amended to add the Commitments identified
on Schedule
2.01
attached
hereto.
(dd) Exhibit
2.10(a)(iv) to the Credit Agreement is hereby amended to read as provided
on
Exhibit
2.10(a)(iv)
attached
hereto, and the listing of exhibits following the table of contents to
the
Credit Agreement is hereby amended accordingly.
3. Amendment
to Security Agreement.
The
Security Agreement is hereby amended by replacing each reference therein
to
“Control Agent” with a reference to “Collateral Agent”.
4. Amendment
to Pledge Agreement.
The
Pledge Agreement is hereby amended by replacing each reference therein
to
“Control Agent” with a reference to “Collateral Agent”.
5. Conditions
Precedent.
This
Amendment shall be effective upon satisfaction of the following conditions
precedent:
(a) Receipt
by the Administrative Agent of counterparts of this Amendment duly executed
by
the Borrower, the Guarantors, the Required Lenders, Lenders holding a majority
of the outstanding Tranche B Term Loan and Bank of America, N.A., as
Administrative Agent and Collateral Agent;
(b) Receipt
by the Administrative Agent of a certificate of a Responsible Officer of
the
Borrower, in form and substance reasonably satisfactory to the Administrative
Agent and its legal counsel, (i) certifying that the Organization Documents
of
each Loan Party delivered on the Closing Date have not been amended,
supplemented or otherwise modified and remain in full force and effect
as of the
Second Amendment Effective Date, (ii) attaching resolutions of each Loan
Party
approving and adopting this Amendment, the transactions contemplated herein
and
authorizing the execution and delivery of this Amendment and any documents,
agreements or certificates related thereto and certifying that such resolutions
have not been amended, supplemented or otherwise modified and remain in
full
force and effect as of the Second Amendment Effective Date and (iii) certifying
that the Borrower and its Subsidiaries (after giving effect to this Amendment
and the incurrence of Indebtedness related hereto) are Solvent on a consolidated
basis.
(c) Receipt
by the Administrative Agent of favorable opinions of legal counsel to the
Loan
Parties, addressed to the Administrative Agent and each Lender, dated as
of the
Second Amendment Effective Date, in form and substance satisfactory to
the
Administrative Agent.
(d) Receipt
by the Administrative Agent of evidence that, simultaneously with the
effectiveness of this Amendment, the Second Lien Term Loan has been repaid
in
full and terminated.
(e) Receipt
by the Administrative Agent and the Lenders of any fees and expense required
to
be paid on or before the Second Amendment Effective Date.
6. Miscellaneous.
(a) The
Credit Agreement, and the obligations of the Loan Parties thereunder and
under
the other Loan Documents, are hereby ratified and confirmed and shall remain
in
full force and effect according to their terms.
(b) Each
Guarantor (i) acknowledges and consents to all of the terms and conditions
of this Amendment, (ii) affirms all of its obligations under the Loan
Documents and (iii) agrees that this Amendment and all documents executed
in connection herewith do not operate to reduce or discharge its obligations
under the Credit Agreement or the Loan Documents.
(c) Each
Loan
Party hereby represents and warrants as follows:
(i) Each
Loan
Party has taken all necessary action to authorize the execution, delivery
and
performance of this Amendment.
(ii) This
Amendment has been duly executed and delivered by the Loan Parties and
constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability
may be
limited by Debtor Relief Laws and general principles of equity (regardless
of
whether such enforceability is considered in a proceeding in equity or
at
law).
(iii) No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party
is
required in connection with the execution, delivery or performance by any
Loan
Party of this Amendment.
(d) The
Loan
Parties represent and warrant to the Lenders that (i) the representations
and
warranties of the Loan Parties set forth in Article VI of the Credit Agreement
and in each other Loan Document are true and correct in all material respects
as
of the date hereof with the same effect as if made on and as of the date
hereof,
except to the extent such representations and warranties expressly relate
solely
to an earlier date and (ii) no event has occurred and is continuing which
constitutes a Default or an Event of Default.
(e) This
Amendment may be executed in any number of counterparts, each of which
when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of this
Amendment by telecopy shall be effective as an original and shall constitute
a
representation that an executed original shall be delivered.
(f) Each
of
the Loans Parties hereby acknowledge that the Control Agent has delivered
all
Control Collateral (as defined in the Pledge Agreement) to the Collateral
Agent
and the capacity of control agent has been terminated.
(g) THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE
STATE OF NEW YORK.
[remainder
of page intentionally left blank]
Each
of
the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.
BORROWER: MATRIA
HEALTHCARE, INC.,
a
Delaware corporation
By:
Name:
Title:
GUARANTORS: MATRIA
WOMEN’S AND CHILDREN’S HEALTH, LLC,
a
Delaware limited liability company
By:
Name:
Title:
MATRIA
CASE MANAGEMENT, INC.,
a
Georgia
corporation
By:
Name:
Title:
MIAVITA,
INC.,
a
Georgia
corporation
By:
Name:
Title:
MATRIA
HEALTH ENHANCEMENT COMPANY,
a
Delaware corporation
By:
Name:
Title:
DIABETES
ACQUISITION, INC.,
a
Georgia
corporation
By:
Name:
Title:
7
XXXXXX
MEDICAL ACQUISITION COMPANY,
a
Georgia
corporation
By:
Name:
Title:
MATRIA
HEALTHCARE OF ILLINOIS, INC.,
a
Georgia
corporation
By:
Name:
Title:
MATRIA
OF
NEW YORK, INC.,
a
New
York corporation
By:
Name:
Title:
QUALITY
ONCOLOGY, INC.,
a
Delaware corporation
By:
Name:
Title:
WINNINGHABITS,
INC.,
a
Delaware corporation
By:
Name:
Title:
8
XXXXXXXXXXXXX.XXX,
LTD.,
a
Texas
limited partnership
By:
Name:
Title:
WINNINGHABITS
GP, INC.,
a
Delaware corporation
By:
Name:
Title:
WINNINGHABITS
LP, INC.,
a
Delaware corporation
By:
Name:
Title:
CORSOLUTIONS
MEDICAL, INC.,
a
Delaware corporation
By:
Name:
Title:
CORSOLUTIONS
INC.,
a
Delaware corporation
By:
Name:
Title:
HEALTH
AND PRODUCTIVITY CORPORATION OF AMERICA, INC.,
a
Delaware corporation
By:
Name:
Title:
9
ADMINISTRATIVE
AGENT: BANK
OF
AMERICA, N.A.,
as
Administrative Agent and Collateral Agent
By:
Name:
Xxxxxxxx Xxxxxxx
Title: Vice
President
LENDERS: BANK
OF
AMERICA, N.A.,
as
a
Lender, Swing Line Lender and L/C Issuer
By:
Name: Xxxxxxx
X. Xxxxxx
Title: Senior
Vice President
[Additional
Lenders]
Schedule
2.01
TRANCHE
B-2 TERM LOAN COMMITMENTS
|
Lender
|
Tranche
B-2 Term Loan Commitment
|
Applicable
Percentage
|
|
Bank
of America, N.A.
|
$65,000,000.00
|
100.000000000%
|
|
Total
|
$65,000,000.00
|
100.000000000%
|
Exhibit
2.10(a)(iv)
FORM
OF
TRANCHE B-2 TERM LOAN NOTE
FOR
VALUE
RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _______________ or registered assigns (the
“Lender”),
in
accordance with the provisions of the Credit Agreement (as hereinafter
defined),
the principal amount of the Tranche B-2 Term Loan made by the Lender to
the
Borrower under that certain Credit Agreement, dated as of January 19, 2006
(as
amended, restated, extended, supplemented or otherwise modified in writing
from
time to time, the “Credit
Agreement”),
among
the Borrower, the Guarantors from time to time party thereto, the Lenders
from
time to time party thereto, and Bank of America, N.A., as Administrative
Agent,
Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
but
not otherwise defined herein have the meanings provided in the Credit
Agreement.
The
Borrower promises to pay interest on the unpaid principal amount of each
Tranche
B-2 Term Loan from the date of such Tranche B-2 Term Loan until such principal
amount is paid in full, at such interest rates and at such times as provided
in
the Credit Agreement. All payments of principal and interest shall be made
to
the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to
be paid
upon demand, from the due date thereof until the date of actual payment
(and
before as well as after judgment) computed at the per annum rate set forth
in
the Credit Agreement.
This
Tranche B-2 Term Loan Note is one of the Tranche B-2 Term Loan Notes referred
to
in the Credit Agreement, is entitled to the benefits thereof and may be
prepaid
in whole or in part subject to the terms and conditions provided therein.
Upon
the occurrence and continuation of one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on
this
Tranche B-2 Term Loan Note shall become, or may be declared to be, immediately
due and payable all as provided in the Credit Agreement. Tranche B-2 Term
Loans
made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender
may also
attach schedules to this Tranche B-2 Term Loan Note and endorse thereon
the
date, amount and maturity of its Tranche B-2 Term Loans and payments with
respect thereto.
The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor
and
nonpayment of this Tranche B-2 Term Loan Note.
THIS
TRANCHE B-2 TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH
THE LAWS OF THE STATE OF NEW YORK.
MATRIA
HEALTHCARE, INC.,
a
Delaware corporation
By:
Name:
Title:
10
