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EXHIBIT 4.8
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 19th day of
January, 2000 (this "Amendment"), is made among MATRIA HEALTHCARE, INC., a
Delaware corporation (the "Borrower"), the 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 (as amended, 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 Lenders have agreed to amend the Credit
Agreement 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:
1. Defined Terms. The definition of "Required Lenders" in Section 1.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows
(provided that for purposes of Section 8 of this Amendment, the term "Required
Lenders" shall mean all of the Lenders):
"'Required Lenders' shall mean the Lenders holding outstanding Loans,
Letter of Credit Exposure, participations in outstanding Swingline Loans
and Unutilized Revolving Credit Commitments (or, after the termination of
the Revolving Credit Commitments, outstanding Loans, Letter of Credit
Exposure and participations in outstanding Swingline Loans) representing
greater than sixty-six and two-thirds percent (66-2/3%) of the aggregate
at such time of all outstanding Loans, Letter of Credit Exposure,
participations in outstanding Swingline Loans and Unutilized Revolving
Credit Commitments (or, after the termination of the Revolving Credit
Commitments, the aggregate at such time of all outstanding Loans, Letter
of Credit Exposure and participations in outstanding Swingline Loans);
provided that if at any time any one Lender would otherwise constitute
the "Required Lenders" as provided hereinabove, then "Required Lenders"
shall mean such Lender together with any one other Lender. For purposes
of any determination of the "Required Lenders," the aggregate
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outstanding Swingline Loans held by the Swingline Lender shall be
calculated net of participations therein purchased by the other Lenders
pursuant to the terms hereof."
2. Representations and Warranties. The Borrower hereby represents and
warrants as follows:
(a) Each of the representations and warranties 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).
(b) 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.
3. 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. 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).
5. 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.
6. 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.
7. 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.
8. 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
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Effective Date'') upon which the Administrative Agent shall have received an
executed counterpart hereof from each of the Borrower and the Required Lenders.
IN WITNESS WHEREOF, the parties thereto 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
Title: President and CEO
FIRST UNION NATIONAL BANK,
as Administrative Agent and as Lender
By: /s/ J. Xxxxxxx XxxXxxx, Xx.
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK,
as Co-Agent and as Lender
By: /s/ Xxxx X. Xxxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Xxxxx Xxxx
Title: Principal
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