FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of February 2, 2006 (the
"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. Amendment. 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:
"First Amendment Effective Date" means February 2, 2006.
"Initial Tranche B Term Loan" has the meaning specified in
Section 2.01(b).
"Second Tranche B Term Loan" has the meaning specified in
Section 2.01(b).
(b) The definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
"Applicable Rate" means (a) with respect to Revolving Loans,
Swing Line Loans, Letters of Credit and the Commitment Fee, 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):
Consolidated
Pricing Leverage Commitment Letters of Eurodollar Rate Base Rate
Tier Ratio Fee Credit Loans Loans
1 > or = 3.5:1.0 0.50% 2.50% 2.50% 1.50%
2 > or = 2.5:1.0 but
< 3.5:1.0
0.50% 2.25% 2.25% 1.25%
3 < 2.5:1.0 0.50% 2.00% 2.00% 1.00%
and (b) with respect to the Tranche B Term Loan and the Tranche C
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):
Consolidated
Pricing Tier Leverage Ratio Eurodollar Rate Loans Base Rate Loans
1 > OR = 4.0:1.0 2.25% 1.25%
2 < 4.0:1.0 2.00% 1.00%
Any increase or decrease in the Applicable Rate resulting from a
change in the Consolidated Leverage Ratio shall become effective as
of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 7.02(a);
provided, however, that if a Compliance Certificate is not delivered
when due (after giving effect to any applicable grace period) in
accordance with such Section, then Pricing Tier 1 in each respective
grid above shall apply as of the first Business Day after the date
on which such Compliance Certificate was required to have been
delivered and shall continue to apply until the first Business Day
immediately following the date a Compliance Certificate is delivered
in accordance with Section 7.02(a), whereupon the Applicable Rate
shall be adjusted based upon the calculation of the Consolidated
Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first
Business Day immediately following the date a Compliance Certificate
is required to be delivered pursuant to Section 7.02(a) for the
fiscal quarter ending March 31, 2006 shall be determined based upon
Pricing Tier 1 in each respective grid.
(c) The definition of "Intercreditor Agreement" in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
"Intercreditor Agreement" means the Intercreditor Agreement,
dated as of the Closing Date, among the Collateral Agent, the Second
Lien Collateral Agent, the Control Agent and the Borrower, as
amended in accordance with the terms thereof and hereof.
(d) The definition of "Related Parties" in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
"Related Parties" means, with respect to any Person, such
Person's Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such
Person's Affiliates.
(e) The definition of "Tranche B Term Loan" in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
"Tranche B Term Loan" means the collective reference to the
Initial Tranche B Term Loan and the Second Tranche B Term Loan.
(f) The definition of "Tranche B Term Loan Commitment" in Section
1.01 of the Credit Agreement is hereby amended to read as follows:
"Tranche B Term Loan Commitment" means, as to each Lender, its
obligation to make its portion of the Tranche B Term Loan to the
Borrower pursuant to Section
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2.01(b), in the principal amount set forth opposite such Lender's
name on Schedule 2.01. The aggregate principal amount of the Tranche
B Term Loan Commitments of all of the Lenders is TWO HUNDRED SIXTY
FIVE MILLION DOLLARS ($265,000,000). After giving effect to the
funding of Two Hundred Forty Five Million Dollars ($245,000,000) of
the Tranche B Term Loan on the Closing Date, the aggregate principal
amount of the Tranche B Term Loan Commitments of all the Lenders as
in effect on the First Amendment Effective Date is TWENTY MILLION
DOLLARS ($20,000,000).
(g) Section 2.01(b) of the Credit Agreement is hereby amended to
read as follows:
(b) Tranche B Term Loan. Subject to the terms and conditions
set forth herein, the Lenders made available to the Borrower on the
Closing Date a term loan (the "Initial Tranche B Term Loan") in
Dollars in an aggregate principal equal to Two Hundred Forty Five
Million Dollars ($245,000,000). Subject to the terms and conditions
set forth herein, each Lender severally agrees to make its portion
of a term loan (the "Second Tranche B Term Loan") to the Borrower in
Dollars on the First Amendment Effective Date in an amount not to
exceed such Lender's remaining Tranche B Term Loan Commitment on the
First Amendment Effective Date. Amounts repaid on the Tranche B Term
Loan may not be reborrowed. The Tranche B Term Loan may consist of
Base Rate Loans or Eurodollar Rate Loans, as further provided
herein, provided, however, all Borrowings made on the Closing Date
and the First Amendment Effective Date shall be made as Base Rate
Loans.
(h) The reference to "Section 2.04(b)(i)" in Section 2.05(b)(i) of
the Credit Agreement is hereby amended to read "Section 2.05(b)(i)".
(i) (i) The reference to "Section 2.04(b)" in Section 2.05(b)(vii)
of the Credit Agreement is hereby amended to read "Section 2.05(b)", (ii)
the reference to "Section 2.04(b)(i)" in Section 2.05(b)(vii)(A) of the
Credit Agreement is hereby amended to read "Section 2.05(b)(i)" and (iii)
the reference to "Sections 2.04(b)(ii), (iii), (iv), (v) and (vi)" in
Section 2.05(b)(vii)(B) of the Credit Agreement is hereby amended to read
"Sections 2.05(b)(ii), (iii), (iv), (v) and (vi)".
(j) The reference to "Section 2.04(b)" in the last paragraph of
Section 2.05(b) of the Credit Agreement is hereby amended to read "Section
2.05(b)".
(k) Section 2.07(c) of the Credit Agreement is hereby amended to
read as follows:
(c) Tranche B Term Loan. The Borrower shall repay the
outstanding principal amount of the Tranche B 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 2.04), unless accelerated
sooner pursuant to Section 9.02:
Principal Amortization
Payment Dates Payment
March 31, 2006 $ 662,500
June 30, 2006 $ 662,500
September 30, 2006 $ 662,500
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December 31, 2006 $ 662,500
March 31, 2007 $ 662,500
June 30, 2007 $ 662,500
September 30, 2007 $ 662,500
December 31, 2007 $ 662,500
March 31, 2008 $ 662,500
June 30, 2008 $ 662,500
September 30, 2008 $ 662,500
December 31, 2008 $ 662,500
March 31, 2009 $ 662,500
June 30, 2009 $ 662,500
September 30, 2009 $ 662,500
December 31, 2009 $ 662,500
March 31, 2010 $ 662,500
June 30, 2010 $ 662,500
September 30, 2010 $ 662,500
December 31, 2010 $ 662,500
March 31, 2011 $62,937,500
June 30, 2011 $62,937,500
September 30, 2011 $62,937,500
Maturity Date $62,937,500
(l) Section 8.03(f) of the Credit Agreement is hereby amended to
read as follows:
(f) Indebtedness under the Second Lien Loan Documents in an
aggregate principal amount not to exceed $65,000,000 at any one time
outstanding; provided that the same is subject to the terms of the
Intercreditor Agreement;
(m) The language preceding the proviso in Section 11.06(f) of the
Credit Agreement is hereby amended to read as follows:
Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender,
including, without limitation, any pledge or assignment to secure
obligations to a Federal Reserve Bank;
(n) Clause (a) in the first sentence of Section 11.07 of the Credit
Agreement is hereby amended to read as follows:
(a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, trustees, advisors
and representatives and to any direct or indirect contractual
counterparty (or such contractual counterparty's professional
advisor) under any Swap Contract relating to Loans outstanding under
this Agreement (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of
such Confidential Information and instructed to keep such
Confidential Information confidential),
(o) Schedule 2.01 of the Credit Agreement is hereby amended to read
as provided on Schedule 2.01 attached hereto.
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2. Consent. (a) Notwithstanding the terms of Section 8.12 of the Credit
Agreement, the Lenders hereby agree that the Borrower may prepay the Second Lien
Term Loan on the First Amendment Effective Date in an aggregate principal amount
not to exceed $20,000,000, (b) the Lenders hereby consent to and approve the
First Amendment to Term Loan Agreement dated as of the date hereof entered into
among the Borrower, the Guarantors, the Second Lien Lenders and Bank of America,
N.A., in its capacity as Second Lien Agent and the Second Lien Collateral Agent,
a copy of which is attached hereto as Exhibit A (the "First Amendment to Term
Loan Agreement") and (c) the Lenders hereby (i) consent to and approve the First
Amendment to Intercreditor Agreement dated as of the date hereof entered into
among the Collateral Agent, the Second Lien Collateral Agent, the Control Agent
and the Borrower, a copy of which is attached hereto as Exhibit B ("First
Amendment to Intercreditor Agreement") and (ii) authorize and direct the
Collateral Agent and the Control Agent to enter into the First Amendment to
Intercreditor Agreement on behalf of the Lenders.
3. 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 Lenders and
Bank of America, N.A., as Administrative Agent and Collateral Agent;
(b) Receipt by the Administrative Agent of copies of resolutions of
each Loan Party (in form and substance reasonably satisfactory to the
Administrative Agent), certified by a Responsible Officer of such Loan
Party to be true and correct and in force and effect as of the date
hereof;
(c) Receipt by the Administrative Agent of a copy, certified by a
Responsible Officer of the Borrower as true and complete, of the First
Amendment to Term Loan Agreement; and
(d) 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 First Amendment Effective Date, in form
and substance satisfactory to the Administrative Agent.
4. 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 (a) acknowledges and consents to all of the terms
and conditions of this Amendment, (b) affirms all of its obligations under
the Loan Documents and (c) 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.
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(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) 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.
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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: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
GUARANTORS: MATRIA WOMEN'S AND CHILDREN'S HEALTH, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
MATRIA CASE MANAGEMENT, INC.,
a Georgia corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
MIAVITA, INC.,
a Georgia corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
MATRIA HEALTH ENHANCEMENT COMPANY,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
DIABETES ACQUISITION, INC.,
a Georgia corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
XXXXXX MEDICAL ACQUISITION COMPANY,
a Georgia corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
FACET TECHNOLOGIES, LLC,
a Georgia limited liability company
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
MATRIA HEALTHCARE OF ILLINOIS, INC.,
a Georgia corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
MATRIA OF NEW YORK, INC.,
a New York corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
QUALITY ONCOLOGY, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
WINNINGHABITS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
XXXXXXXXXXXXX.XXX, LTD.,
a Texas limited partnership
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
WINNINGHABITS GP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
WINNINGHABITS LP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman
CORSOLUTIONS MEDICAL, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
CORSOLUTIONS INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
HEALTH AND PRODUCTIVITY CORPORATION OF AMERICA, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
ADMINISTRATIVE
AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
as a Lender, Swing Line Lender and L/C Issuer
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
SCHEDULE 2.01
COMMITMENTS
Revolving Applicable Tranche B Term Applicable Tranche C Term Applicable
Lender Commitment Percentage Loan Commitment Percentage Loan Commitment Percentage
Bank of America, N.A. $30,000,000.00 100.000000000% $265,000,000.00 100.000000000% $125,000,000.00 100.000000000%
Total $30,000,000.00 100.000000000% $265,000,000.00 100.000000000% $125,000,000.00 100.000000000%
