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EXHIBIT 4.13
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 14th day of
May, 2001 (this "Amendment"), is made among MATRIA HEALTHCARE, INC., a Delaware
corporation (the "Borrower"), the Required 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 Harris 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 Required 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 "Consolidated Fixed Charges" in
Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) Clause (b) thereof is amended and restated in its entirety as
follows:
"(b) aggregate expense for federal, state, local and other income
taxes for such period; provided that, in calculating Consolidated Fixed
Charges for any period of four consecutive fiscal quarters ending on or
after March 31, 2001, only cash payments actually made during such
period in respect of federal, state, local and other income taxes shall
be taken into account,"
(b) Clause (f) thereof is amended and restated in its entirety as
follows:
"(f) the aggregate of all amounts paid during such period as
dividends or distributions in respect of Capital Stock or to purchase,
redeem, retire or otherwise acquire Capital Stock; provided that the
provisions of this clause (f) shall be disregarded in calculating
Consolidated Fixed Charges for any period of four consecutive fiscal
quarters ending on or after March 31, 2001."
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2. Amendment to Fixed Charge Coverage Ratio. Section 7.3 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"7.3 Fixed Charge Coverage Ratio. Matria will not permit the Fixed
Charge Coverage Ratio as of the last day of any fiscal quarter during
the periods set forth below, beginning with the fiscal quarter ending
March 31, 1999, to be less than the ratio set forth below opposite such
period:
Minimum Fixed Charge
Date Coverage Ratio
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Closing Date through
September 30, 2001 1.25 : 1.0
Thereafter 1.35 : 1.0"
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and each Lender that, after giving effect
to this Amendment:
(a) Each of the representations and warranties contained in the Credit
Agreement and in the other Credit Documents is true and correct on and as of the
date hereof with the same effect as if made on and as of the date hereof (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); and
(b) No Default or Event of Default has occurred and is continuing.
4. Approval Fee. In consideration of, and as a condition to the
effectiveness of, this Amendment, the Borrower shall have paid to the
Administrative Agent, for the account of each Lender that executes and delivers
this Amendment prior to 5:00 p.m. Charlotte, North Carolina time on May 14,
2001, a fee in the amount of 12.5 basis points (0.125%) on the aggregate
principal amount of such Lender's Revolving Credit Commitment and outstanding
Term Loans.
5. Effect of Amendment. From and after the date hereof, 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.
6. 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).
7. 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
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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.
8. 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.
9. 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.
10. Counterparts. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
/s/ MATRIA HEALTHCARE, INC.
/s/ FIRST UNION NATIONAL BANK,
as Administrative Agent and as Lender
/s/ HARRIS TRUST AND SAVINGS BANK,
as Co-Agent and as Lender
/s/ BANKERS TRUST COMPANY
/s/ FINOVA CAPITAL CORPORATION
/s/ LASALLE BANK NATIONAL ASSOCIATION
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