EX-4.2 SUPPLEMENTAL INDENTURE AMENDED JULY 9,2004

EX-4.2 6 g92645exv4w2.txt EX-4.2 SUPPLEMENTAL INDENTURE AMENDED JULY 9,2004 EXHIBIT 4.2 SUPPLEMENTAL INDENTURE This Supplemental Indenture (the "Supplemental Indenture") dated as of December 31, 2004, supplements, amends and modifies that certain Indenture (the "Indenture") dated as of July 9, 2001 among Matria Healthcare, Inc., a Delaware corporation (the "Issuer"), Matria Holding Company, Inc., a Delaware corporation ("Holdco"), the subsidiary Guarantors listed therein and Wells Fargo Bank, N.A., a national banking association, as Trustee. WHEREAS, the Issuer, Holdco and Matria MergerSub, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Holdco ("MergerSub"), have executed and delivered an Agreement of Merger and Plan of Reorganization dated as of December 30, 2004 pursuant to which MergerSub will be merged with and into the Issuer (the "Merger"), which will be the corporation surviving the Merger, and the outstanding capital stock of the Issuer will be converted into capital stock of Holdco. WHEREAS, to effect the Merger, the Issuer has incorporated Holdco as a direct, wholly-owned subsidiary, which in turn has incorporated MergerSub. WHEREAS, as a result of effectuation of the Merger, Holdco will become a holding company and the Issuer will become a direct wholly-owned subsidiary of Holdco. WHEREAS, the Merger will be effected pursuant to Section 251(g) of the General Corporation Law of the State of Delaware ("DGCL"), which permits effectuation of such a merger without a vote of stockholders of either constituent corporation. WHEREAS, pursuant to the Merger, the corporate name of the Issuer will be changed to "Matria Women's and Children's Health, Inc." and immediately thereafter, the corporate name of Holdco will be changed to "Matria Healthcare, Inc." WHEREAS, the Issuer has outstanding certain indebtedness issued pursuant to the Indenture and Holdco and the Issuer intend that Holdco will assume the obligations of the Issuer with respect to such indebtedness and with respect to the Indenture and that the Issuer's sole obligations with respect to such indebtedness and with respect to the Indenture shall be that of Guarantor. NOW, THEREFORE, in consideration of the premises, the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto covenant and agree as follows: ARTICLE I Section 1.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. Section 1.2 Notes. Pursuant to Section 5.01 and 5.02 of the Indenture, Holdco shall, effective as of the effective time of the Merger under the DGCL (the "Effective Time"), assume, and shall thereafter timely pay, perform and discharge, each and every obligation of the Issuer under and with respect to those certain 11% Series B Senior Notes due 2008 (the "Notes") issued by the Issuer in an aggregate principal amount of $120.0 million pursuant to the Indenture, $2.0 million of which remain outstanding. Section 1.3 Indenture. Pursuant to Section 5.01 and 5.02 of the Indenture, Holdco shall, effective as of the Effective Time, assume, and shall thereafter timely pay, perform and discharge, each and every obligation of the Issuer under and with respect to the Indenture. From and after the Effective Time, Issuer's obligation to pay, perform or discharge any indebtedness issued under the Indenture shall be that of Guarantor. ARTICLE II Section 2.1 Effectiveness. Although this Supplemental Indenture may be executed and delivered by the parties hereto prior to the Effective Time, the provisions hereof shall not become effective unless and until the Merger becomes effective under the DGCL and, under such circumstances, shall become effective concurrently with the Effective Time of such Merger. From and after the Effective Time, the Indenture, as hereby supplemented, amended and modified, shall remain in full force and effect. Section 2.2 References. Each reference in the Indenture or this Supplemental Indenture to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as modified by this Supplemental Indenture, except where the context otherwise indicates. Section 2.3 Benefit. All the covenants, provisions, stipulations and agreements contained in this Supplemental Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and registered owners from time to time of the Notes as hereby amended and supplemented. Section 2.4 Receipt by Trustee. In accordance with Section 11.04 and 11.05 of the Indenture, the Trustee acknowledges that it has received an Officer's Certificate and Opinion of Counsel stating that the execution of this Supplemental Indenture is permitted by the Indenture and all conditions precedent and covenants relating to the execution of this Supplemental Indenture have been satisfied. Section 2.5 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, legality or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Issuer and Holdco. Section 2.6 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person other than the Holders and the Trustee, any legal or equitable right, 2 remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. Section 2.7 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to be a single instrument. Section 2.8 Governing Law. This Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such state without regard to principles of conflicts of laws, except as may otherwise required by mandatory provisions of law. Section 2.9 Separability. Each provision of this Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.10 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 2.11 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 3 IN WITNESS WHEREOF, Matria Healthcare, Inc., Matria Holding Company, the subsidiary guarantors and Wells Fargo Bank, N.A. have each caused this Supplemental Indenture to be executed in its corporate name by the officer whose name is subscribed below, all as of the day and year first above written. MATRIA HEALTHCARE, INC. By: /s/ Parker H. Petit ----------------------------------------- Name: Parker H. Petit Title: Chairman and Chief Executive Officer MATRIA HOLDING COMPANY, INC. By: /s/ Parker H. Petit ----------------------------------------- Name: Parker H. Petit Title: President DIABETES ACQUISITION, INC. /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary DIABETES SELF CARE, INC. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: President /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary 4 DIABETES MANAGEMENT SOLUTIONS, INC. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: President /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary FACET TECHNOLOGIES, L.L.C /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary GAINOR MEDICAL ACQUISITION COMPANY /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary GAINOR MEDICAL INTERNATIONAL, L.L.C. /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary GAINOR MEDICAL DIRECT, L.L.C. 5 /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary INFERTILITY MANAGEMENT SERVICES, INC. /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary MARKETRING.COM, INC. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: Vice President /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Treasurer MATRIA LABORATORIES, INC. /s/ Yvonne V. Scoggins -------------------------------------------- Name: Yvonne V. Scoggins Title: Vice President and Treasurer /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary 6 PFCC LIQUIDATION CORP. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: President /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary PFPC LIQUIDATION CORP. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: President /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary PFMG LIQUIDATION CORP. /s/ Parker H. Petit -------------------------------------------- Name: Parker H. Petit Title: President /s/ Roberta L. McCaw -------------------------------------------- Name: Roberta L. McCaw Title: Secretary NATIONAL REPRODUCTIVE MEDICAL CENTERS, INC. /s/ Parker H. Petit -------------------------------------------- Parker H. Petit President /s/ Roberta L. McCaw -------------------------------------------- Roberta L. McCaw Secretary Q LIQUIDATION CORP. 7 /s/ Parker H. Petit -------------------------------------------- Parker H. Petit President /s/ Roberta L. McCaw -------------------------------------------- Roberta L. McCaw Secretary QUALITY ONCOLOGY, INC. /s/ Parker H. Petit -------------------------------------------- Parker H. Petit Chairman /s/ Roberta L. McCaw -------------------------------------------- Roberta L. McCaw Secretary SHARED CARE, INC. /s/ Parker H. Petit -------------------------------------------- Parker H. Petit President /s/ Roberta L. McCaw -------------------------------------------- Roberta L. McCaw Secretary WELLS FARGO BANK, N.A., as Trustee By: /s/ Joseph P. O'Donnell ----------------------------------------- Name: Joseph P. O'Donnell Title: Assistant Vice President 8