AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

Exhibit 4.14

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, (this "Amendment No. 2") dated as of December 31, 2003, by and between HFG HEALTHCO-4 LLC, a Delaware limited liability company (together with its successors and assigns, the "Lender") and MATRIA HEALTHCARE, INC., as authorized representative of the Borrowers (in such capacity, together with its permitted successors and assigns, the "Authorized Representative").

PRELIMINARY STATEMENTS.

(A) Matria Healthcare, Inc., a Delaware corporation (together with its permitted successors and assigns, the "Parent"), Diabetes Acquisition, Inc., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, "DAI"), Xxxxxx Medical Acquisition Company, a Georgia corporation and wholly-owned subsidiary of DAI (together with its permitted successors and assigns, "Xxxxxx"), Diabetes Management Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of Xxxxxx (together with its permitted successors and assigns, "DMS"), Diabetes Self Care, Inc., a Virginia corporation and wholly-owned subsidiary of Xxxxxx (together with its permitted successors and assigns, "DSC"), Matria Laboratories, Inc., a Delaware corporation and wholly-owned subsidiary of DSC (together with its permitted successors and assigns, "MLI"), Facet Technologies, LLC, a Georgia limited liability company whose interests are wholly-owned by the Parent (together with its permitted successors and assigns, "Facet"), Matria of New York, Inc., a New York corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, "MNY"), Matria Healthcare of Illinois, Inc., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, "MII"), Quality Oncology, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, "QO") (the Parent, DAI, Gainor, DMS, DSC, MLI, Facet, MNY, MII and QO, each individually a "Borrower" and jointly and severally, the "Borrowers"), the Authorized Representative and the Lender entered into a Loan and Security Agreement dated as of October 22, 2002 (as amended, restated, modified or supplemented from time to time, including by that certain Amendment No. 1 to Loan and Security Agreement dated as of December 31, 2002, the "Agreement"). Terms not defined herein are used as defined in the Agreement.

(B) The parties to the Agreement have agreed to amend the Agreement as described herein.

NOW, THEREFORE, the parties hereto hereby acknowledge and agree as follows:

1. Section 6.06(a) of the Agreement is amended by deleting the date "October 21, 2004" therein and substituting in lieu thereof the date "October 21, 2005".

2. Exhibit I to the Agreement is amended by amending the definition of "Scheduled Maturity Date" in its entirety to read as follows:

"Scheduled Maturity Date" means October 21, 2005, as such date may be extended thereafter in accordance with Section 6.06(a).

3. Clause (p) of Exhibit V to the Agreement is amended in its entirety to read as follows:

(p) The ratio of Debt to EBITDA for the immediately prior 12-month period for the Parent and its Subsidiaries for (x) the Test Periods prior to and including the fiscal quarter ending December 31, 2004, is greater than 4.5:1.0, and (y) all Test Periods thereafter, is greater than 3.75:1.0.

4.  This Amendment No. 2 is effective as of the date first above written.

5.  The Authorized Representative, for itself and on behalf of each of the Borrowers, reaffirms and restates the representations and warranties contained in Exhibits III and VII to the Agreement, as amended by this Amendment No. 2, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except to the extent that any such representation and warranty is expressly stated to have been made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date). The Authorized Representative, for itself and on behalf of each of the Borrowers, represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Lender that:

a.  No event has occurred and is continuing, or would result from the execution of this Amendment No. 2, that constitutes a Default or an Event of Default;

b. It has the power and authority to execute, deliver and carry out the terms and provisions of this Amendment No. 2 for itself and on behalf of the Borrowers, and it and each of the Borrowers has taken or caused to be taken all necessary action to authorize the execution, delivery and performance of this Amendment No. 2;

c. No consent of any other person (including, without limitation, shareholders or creditors of the Authorized Representative or any of the Borrowers), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment No. 2;

d. This Amendment No. 2 and any other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of the Authorized Representative, and constitutes a legal, valid and binding obligation of the Authorized Representative and each of the Borrowers enforceable against each such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity; and

e. The execution, delivery and performance of this Amendment No. 2 and any other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of Authorized Representative or any Borrower.

6.  The Borrowers shall pay to the Lender an extension fee in the amount of $87,500 upon the execution of this Amendment No. 2.

7.  Nothing herein shall be deemed to be a waiver of any Default or Event of Default, or any covenant or agreement contained in the Agreement, and the Authorized Representative, for itself and each of the Borrowers, hereby agrees that all of the covenants and agreements contained in the Agreement, as amended hereby, and the other Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms.

8.  All references to the Agreement in the Agreement and the other Documents shall mean the Agreement as amended hereby and as it may in the future be amended, restated, supplemented or modified from time to time.

9.  This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 2 by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 2.

10.  THIS AMENDMENT NO. 2 SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment No. 2 to be duly executed by their authorized officers thereunto duly authorized, as of the date first above written.

LENDER:           

	HFG HEALTHCO-4 LLC
Date:	By:	/s/
		Xxxxxxx Xxxxxxxx
		Title Vice President

AUTHORIZED REPRESENTATIVE:   

	MATRIA HEALTHCARE, INC.
Date:	By:	/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Title Vice President Finance and Chief Financial Officer