Exhibit 4(b)
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT, effective as of October 5, 2001, to the Amended and Restated
Rights Agreement, dated as of April 27, 1999 (the "Rights Agreement"), between
Matria Healthcare, Inc., a Delaware corporation (the "Company"), and SunTrust
Bank, Atlanta, a Georgia banking corporation, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved this Amendment
by unanimous written consent;
NOW THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
1. Section 29 is amended by deleting said section in its entirety and
substituting in lieu thereof the following:
Section 29. Determinations and Actions by the Board
of Directors, etc. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock
outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding
shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Exchange Act. The Board of Directors of the Company shall
have the exclusive power and authority to administer this
Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary
or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i)
interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to
redeem or not redeem the Rights or to amend the Agreement).
All such actions, calculations, interpretations and
determinations which are done or made by the Board in good
faith, shall be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other
parties.
2. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
3. The foregoing Amendment shall be effective as of the date first above
written, and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of this 5th day of October, 2001.
MATRIA HEALTHCARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: VP Finance, Chief Financial Officer
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
