THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of the 17th day of
March, 2000 (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. Amendments to Covenants.
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(a) Leverage Ratio. Section 7.1 of the Credit Agreement is hereby amended
and restated in its entirety as follows: -----------------------
"7.1 Leverage Ratio. Matria will not permit the Leverage 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
greater than the ratio set forth below opposite such period:
Maximum
Date Leverage Ratio
Closing Date through
December 31, 1999 3.5 : 1.0 Thereafter 3.0 : 1.0" (b) Senior Leverage
Ratio. Section 7.2 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
"7.2 Senior Leverage Ratio. Matria will not permit the Senior
Leverage 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 greater than the ratio set forth below opposite such
period:
Maximum Senior
Date Leverage Ratio
Closing Date through
December 31, 1999 3.5 : 1.0 Thereafter 2.5 : 1.0" (c) 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
Closing Date through
December 31, 2000 1.25 : 1.0
Thereafter 1.35 : 1.0"
(d) Capital Expenditures. Section 7.5 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"7.5 Capital Expenditures. Matria will not permit Capital
Expenditures during any period of four consecutive fiscal quarters (a
"Reference Period") ending on the last day of any fiscal quarter during
the periods set forth below, beginning with the period ending March 31,
1999, to be greater than the sum of (i) the amount set forth below
opposite such period plus (ii) fifty percent (50%) of the excess, if
any, of the amount set forth below applicable to the immediately
preceding Reference Period (without giving effect to any carryover from
any prior Reference Period) over the actual amount of Capital
Expenditures for such immediately preceding Reference Period:
Maximum Amount of Capital
Period Expenditures
Closing Date through
December 31, 1999 $10,500,000 January 1, 2000 through March 31, 2000
$11,500,000 Thereafter $12,500,000" 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 is true and correct on and as of the date
hereof and 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 date hereof, no Default or Event of Default has occurred
and is continuing, and 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 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 hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
MATRIA HEALTHCARE, INC.
By: _______________________________
Title: _______________________________
FIRST UNION NATIONAL BANK, as Administrative Agent and as Lender
By: _______________________________
Title: _______________________________
HARRIS TRUST AND SAVINGS BANK, as Co-Agent and as Lender
By: _______________________________
Title: _______________________________
BANKERS TRUST COMPANY
By: _______________________________
Title: _______________________________
FINOVA CAPITAL CORPORATION
By: _______________________________
Title: _______________________________