Second Amendment to Credit Agreement and Consent


    
      

        SECOND
          AMENDMENT TO CREDIT AGREEMENT AND CONSENT

        


        


        THIS
          SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of November 2,
          2006
          (this “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. Consent.
          Notwithstanding the terms of Section 8.12 of the Credit Agreement, the
          Lenders
          hereby agree that the Borrower may use the proceeds of the Tranche B-2
          Term Loan
          to prepay the Second Lien Term Loan in full on the Second Amendment Effective
          Date.

        


        2. Amendments
          to Credit Agreement.
          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:

        


        “Second
          Amendment Effective Date”
means
          November 2, 2006.

        


        “Tranche
          B-2 Term Loan”
has
          the
          meaning specified in Section
          2.01(c).

        


        “Tranche
          B-2 Term Loan Commitment”
means,
          as to each Lender, its obligation to make its portion of the Tranche B-2
          Term
          Loan to the Borrower pursuant to Section
          2.01(c),
          in the
          principal amount set forth opposite such Lender’s name on Schedule
          2.01.
          The
          aggregate principal amount of the Tranche B-2 Term Loan Commitments of
          all of
          the Lenders as in effect on the Second Amendment Effective Date is SIXTY-FIVE
          MILLION DOLLARS ($65,000,000).

        


        “Tranche
          B-2 Term Loan Note”
has
          the
          meaning specified in Section
          2.11(a).

        


        (b) The
          following definitions in Section 1.01 of the Credit Agreement are deleted
          in
          their entirety: “Consolidated First Lien Leverage Ratio”, “Tranche C Term Loan”,
“Tranche C Term Loan Commitment” and “Tranche C Term Loan Note”.

        


        (c) The
          definition of “Applicable Percentage” in Section 1.01 of the Credit Agreement is
          hereby amended to read as follows:


        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        


        “Applicable
          Percentage”
means
          with respect to any Lender, (a) with respect to such Lender’s Revolving
          Commitment at any time, the percentage of the Aggregate Revolving Commitments
          represented by such Lender’s Revolving Commitment at such time; provided that if
          the commitment of each Lender to make Revolving Loans and the obligation
          of the
          L/C Issuer to make L/C Credit Extensions have been terminated pursuant
          to
Section
          9.02
          or if
          the Aggregate Revolving Commitments have expired, then the Applicable Percentage
          of each Lender shall be determined based on the Applicable Percentage of
          such
          Lender most recently in effect, giving effect to any subsequent assignments,
          (b)
          with respect to such Lender’s portion of the outstanding Tranche B Term Loan at
          any time, the percentage of the outstanding principal amount of the Tranche
          B
          Term Loan held by such Lender at such time and (c) with respect to such
          Lender’s
          portion of the outstanding Tranche B-2 Term Loan at any time, the percentage
          of
          the outstanding principal amount of the Tranche B-2 Term Loan held by such
          Lender at such time. The initial Applicable Percentage of each Lender is
          set
          forth opposite the name of such Lender on Schedule
          2.01
          or in
          the Assignment and Assumption pursuant to which such Lender becomes a party
          hereto, as applicable.

        


        (d) The
          language preceding the table in subclause (b) in the definition of “Applicable
          Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as
          follows:

        


        (b)
          with
          respect to the Tranche B Term Loan and the Tranche B-2 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):

        


        (e) The
          definition of “Change of Control” in Section 1.01 of the Credit Agreement is
          hereby amended by deleting subclause (c) in its entirety.

        


        (f) The
          definition of “Commitment” in Section 1.01 of the Credit Agreement is hereby
          amended to read as follows:

        


        “Commitment”
means,
          as to each Lender, the Revolving Commitment of such Lender, the Tranche
          B Term
          Loan Commitment of such Lender and/or the Tranche B-2 Term Loan Commitment
          of
          such Lender.

        


        (g) The
          definition of “Consolidated Scheduled Funded Debt Payments” in Section 1.01 of
          the Credit Agreement is hereby amended to read as follows:

        


        “Consolidated
          Scheduled Funded Debt Payments”
          means
          for
          any period for the Borrower and its Subsidiaries
          on a
          consolidated basis, the sum of all scheduled payments of principal on
          Consolidated Funded Indebtedness, as determined in accordance with GAAP.
          For
          purposes of this definition, “scheduled payments of principal” (a) shall be
determined
          without giving effect to any reduction of such scheduled
          payments resulting from the application of any voluntary or mandatory
prepayments
          made during the applicable period, (b) shall be deemed to include
          the Attributable Indebtedness in respect of Capital Leases and (c) shall
          not
          include any voluntary prepayments or mandatory prepayments required pursuant
          to
Section
          2.05.

        


        (h) The
          definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement is
          hereby amended to read as follows:


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        


        “Excess
          Cash Flow”
means,
          for any period for the Borrower and its Subsidiaries, an amount equal to
          the sum
          of (a)
          Consolidated EBITDA minus
          (b)
          Consolidated Capital Expenditures paid in cash minus
          (c) the
          cash portion of Consolidated Interest Charges minus
          (d) cash
          taxes paid minus
          (e)
          Consolidated Scheduled Funded Debt Payments minus
          (f) the
          amount of any voluntary prepayments made on the Tranche B Term Loan and
          the
          Tranche B-2 Term Loan minus
          (g) the
          amount of Contingent Purchase Price Obligations minus
          (h)
          increases in Consolidated Working Capital plus
          (i)
          decreases in Consolidated Working Capital,
          in each
          case on a consolidated basis determined in accordance with GAAP.

        


        (i) The
          definition of “Loan” in Section 1.01 of the Credit Agreement is hereby amended
          to read as follows:

        


        “Loan”
means
          an extension of credit by a Lender to the Borrower under Article
          II
          in the
          form of a Revolving Loan, Swing Line Loan, Tranche B Term Loan or Tranche
          B-2
          Term Loan.

        


        (j) The
          definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby
          amended to read as follows:

        


        “Maturity
          Date”
means
          (a) as to the Revolving Loans, Swing Line Loans and Letters of Credit (and
          the related L/C Obligations), January 19, 2011, (b) as to the Tranche B
          Term Loan, January 19, 2012 and (c) as to the Tranche B-2 Term Loan, January
          19,
          2012.

        


        (k) The
          definition of “Note” and “Notes” in Section 1.01 of the Credit Agreement is
          hereby amended to read as follows:

        


        “Note”
or
          “Notes”
means
          the Revolving Notes, the Swing Line Note, the Tranche B Term Loan Notes
          and/or
          the Tranche B-2 Term Loan Notes, individually or collectively, as appropriate.
          

        


        (l) The
          definition of “Term Loans” in Section 1.01 of the Credit Agreement is hereby
          amended to read as follows:

        


        “Term
          Loans”
means
          the collective reference to the Tranche B Term Loan and the Tranche B-2
          Term
          Loan, and “Term
          Loan”
means
          any one of them.

        


        (m) Section
          2.01(c) of the Credit Agreement is hereby amended to read as
          follows:

        


        (c) Tranche
          B-2 Term Loan.
          Subject
          to the terms and conditions set forth herein, each Lender severally agrees
          to
          make its portion of a term loan (the “Tranche
          B-2 Term Loan”)
          to the
          Borrower in Dollars on the Second Amendment Effective Date in an amount
          not to
          exceed such Lender’s Tranche B-2 Term Loan Commitment. Amounts repaid on the
          Tranche B-2 Term Loan may not be reborrowed. The Tranche B-2 Term Loan
          may
          consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
          herein,
provided,
          however,
          all
          Borrowings made on the Second Amendment Effective Date shall be made as
          Base
          Rate Loans.

        


        (n) Subsection
          (e) Section 2.02 of the Credit Agreement is hereby amended to read as
          follows:


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        


        (e) After
          giving effect to all Borrowings, all conversions of Loans from one Type
          to the
          other and all continuations of Loans as the same Type, there shall not
          be more
          than 5 Interest Periods in effect with respect to Revolving Loans, 5 Interest
          Periods in effect with respect to the Tranche B Term Loan and 2 Interest
          Periods
          in effect with respect to the Tranche B-2 Term Loan

        


        (o) The
          first
          sentence of Section 2.05(a)(i) of the Credit Agreement is hereby amended
          to read
          as follows:

        


        The
          Borrower may, upon notice from the Borrower to the Administrative Agent,
          at any
          time or from time to time voluntarily prepay Revolving Loans, the Tranche
          B Term
          Loan and the Tranche B-2 Term Loan in whole or in part without premium
          or
          penalty; provided
          that (A)
          such notice must be received by the Administrative Agent not later than
          11:00
          a.m. (1) three Business Days prior to any date of prepayment of Eurodollar
          Rate
          Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such
          prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000
          or a whole multiple of $500,000 in excess thereof (or, if less, the entire
          principal amount thereof then outstanding); (C) any prepayment of Base
          Rate
          Loans shall be in a principal amount of $1,000,000 or a whole multiple
          of
          $500,000 in excess thereof (or, if less, the entire principal amount thereof
          then outstanding) and (D) any prepayment of the Term Loans shall be applied
          pro
          rata
          to the Tranche B Term Loan and the Tranche B-2 Term Loan (in each case,
          ratably
          to the remaining principal amortization payments thereof).
          

        


        (p) Section
          2.05(b)(v) of the Credit Agreement is hereby amended to read as
          follows:

        


        (v) Equity
          Issuances.
          Immediately upon the receipt by any Loan Party or any Subsidiary of the
          Net Cash
          Proceeds of any Equity Issuance, the Borrower shall prepay the Term Loans
          in an
          aggregate amount equal to 50% of such Net Cash Proceeds. Any such prepayment
          pursuant to this clause (v) to be applied as set forth in clause (vii)
          below.


        


        (q) Section
          2.05(b)(vii)(B) of the Credit Agreement is hereby amended to read as
          follows:

        


        (B) with
          respect to all amounts prepaid pursuant to Sections
          2.05(b)(ii),
          (iii),
          (iv),
          (v),
          and
(vi)
          pro rata
          to the Tranche B Term Loan and the Tranche B-2 Term Loan (in each case,
          ratably
          to the remaining principal amortization payments thereof).

        


        (r) Section
          2.07(d) of the Credit Agreement is Credit Agreement is hereby amended to
          read as
          follows:

        


        (d) Tranche
          B-2 Term Loan.
          The
          Borrower shall repay the outstanding principal amount of the Tranche B-2
          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
          2.05),
          unless
          accelerated sooner pursuant to Section
          9.02:


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        


        
          	
                   

                  Payment
                    Dates

                	
                  Principal
                    Amortization Payment

                
	 	 
	
                  December
                    31, 2006

                	
                  $162,500

                
	
                  March
                    31, 2007

                	
                  $162,500

                
	
                  June
                    30, 2007

                	
                  $162,500

                
	
                  September
                    30, 2007

                	
                  $162,500

                
	
                  December
                    31, 2007

                	
                  $162,500

                
	
                  March
                    31, 2008

                	
                  $162,500

                
	
                  June
                    30, 2008

                	
                  $162,500

                
	
                  September
                    30, 2008

                	
                  $162,500

                
	
                  December
                    31, 2008

                	
                  $162,500

                
	
                  March
                    31, 2009

                	
                  $162,500

                
	
                  June
                    30, 2009

                	
                  $162,500

                
	
                  September
                    30, 2009

                	
                  $162,500

                
	
                  December
                    31, 2009

                	
                  $162,500

                
	
                  March
                    31, 2010

                	
                  $162,500

                
	
                  June
                    30, 2010

                	
                  $162,500

                
	
                  September
                    30, 2010

                	
                  $162,500

                
	
                  December
                    31, 2010

                	
                  $162,500

                
	
                  March
                    31, 2011

                	
                  $15,559,375

                
	
                  June
                    30, 2011

                	
                  $15,559,375

                
	
                  September
                    30, 2011

                	
                  $15,559,375

                
	
                  Maturity
                    Date

                	
                  $15,559,375

                


        

        


        (s) The
          penultimate sentence of Section 2.11(a) of the Credit Agreement is hereby
          amended to read as follows:

        


        Each
          such
          promissory note shall (i) in the case of Revolving Loans, be in the form
          of
Exhibit
          2.10(a)(i)
          (a
“Revolving
          Note”),
          (ii)
          in the case of Swing Line Loans, be in the form of Exhibit
          2.10(a)(ii)
          (a
“Swing
          Line Note”),
          (iii)
          in the case of the Tranche B Term Loan, be in the form of Exhibit
          2.10(a)(iii)
          (a
“Tranche
          B Term Loan Note”)
          and
          (iv) in the case of the Tranche B-2 Term Loan, be in the form of Exhibit
          2.10(a)(iv)
          (a
“Tranche
          B-2 Term Loan Note”).

        


        (t) Subclause
          (b) of Section 6.02 of the Credit Agreement is hereby amended to read as
          follows:

        



          (b)
            conflict with or result in any breach or contravention of, or the creation
            of
            any Lien under, or require any payment to be made under (i) any material
            Contractual Obligation to which such Person is a party or affecting such
            Person
            or the properties of such Person or any of its Subsidiaries or (ii) any
            order,
            injunction, writ or decree of any Governmental Authority or any arbitral
            award
            to which such Person or its property is subject


        


        (u) Section
          8.01(p) of the Credit Agreement is hereby amended to read as
          follows:

        


        (p) [Reserved.]


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        


        (v) Section
          8.03(f) of the Credit Agreement is hereby amended to read as
          follows:

        


        (f) [Reserved.]

        


        (w) Section
          8.09(a) of the Credit Agreement is hereby amended to read as
          follows:

        


        (a) Enter
          into, or permit to exist, any Contractual Obligation that encumbers or
          restricts
          on the ability of any such Person to (i) pay dividends or make any other
          distributions to any Loan
          Party
          on
          its Equity Interests or with respect to any other interest or participation
          in,
          or measured by, its profits, (ii) pay any Indebtedness or other obligation
          owed
          to any Loan
          Party,
          (iii) make loans or advances to any Loan
          Party,
          (iv) sell, lease or transfer any of its property to any Loan
          Party,
          (v) pledge
          its property
          pursuant
          to the Loan Documents
          or any renewals, refinancings, exchanges, refundings or extension thereof
          or
          (vi) act
          as a
          Loan Party pursuant to the Loan Documents
          or any renewals, refinancings, exchanges, refundings or extension thereof,
          except (in respect of any of the matters referred to in clauses (i)-(iv)
          above)
          for (1) this Agreement and the other Loan
          Documents,
          (2) any
          document or instrument governing Indebtedness incurred pursuant to Section
          8.03(e), provided
          that any
          such restriction contained therein relates only to the asset or assets
          constructed or acquired in connection therewith, (3) any Permitted Lien
          or any
          document or instrument governing any Permitted Lien, provided
          that any
          such restriction contained therein relates only to the asset or assets
          subject
          to such Permitted Lien or (4) customary restrictions and conditions contained
          in
          any agreement relating to the sale of any property permitted under Section
          8.05
          pending
          the consummation of such sale.

        


        (x) Section
          8.11(b) of the Credit Agreement is hereby amended to read as
          follows:

        


        (b) [Reserved.]

        


        (y) Section
          8.12 of the Credit Agreement is hereby amended to read as follows:

        


        8.12 [Reserved.]

        


        (z) Section
          9.01(m) of the Credit Agreement is hereby amended to read as
          follows:

        


        (m) [Reserved.]

        


        (aa) Clause
          (ix) of Section 11.01(a) of the Credit Agreement is hereby amended to read
          as
          follows:

        


        (ix) without
          the consent of Lenders (other than Defaulting Lenders) holding in the aggregate
          at least a majority of each of (i) the outstanding Tranche B Term Loan
          and (ii)
          the outstanding Tranche B-2 Term Loan, (A) amend, change, waive, discharge
          or terminate Section 2.05(b)(vii)
          so as to
          alter the manner of application of proceeds of any mandatory prepayment
          required
          by Section 2.05(b)(ii),
          (iii),
          (iv),
          (v)
          or
(vi)
          hereof
          or (B) amend or change
          any provision of this Section 11.01(a)(ix);
          or

        


        (bb) Clause
          (i) Section 11.06(b) of the Credit Agreement is hereby amended by replacing
          the
          reference to “Tranche C Term Loan” with a reference to “Tranche B-2 Term
          Loan”.


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        


        (cc) Schedule
          2.01 of the Credit Agreement is hereby amended to add the Commitments identified
          on Schedule
          2.01
          attached
          hereto.

        


        (dd) Exhibit
          2.10(a)(iv) to the Credit Agreement is hereby amended to read as provided
          on
Exhibit
          2.10(a)(iv)
          attached
          hereto, and the listing of exhibits following the table of contents to
          the
          Credit Agreement is hereby amended accordingly.

        


        3. Amendment
          to Security Agreement.
          The
          Security Agreement is hereby amended by replacing each reference therein
          to
“Control Agent” with a reference to “Collateral Agent”.

        


        4. Amendment
          to Pledge Agreement.
          The
          Pledge Agreement is hereby amended by replacing each reference therein
          to
“Control Agent” with a reference to “Collateral Agent”.

        


        5. 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 Required Lenders, Lenders holding a majority
          of the outstanding Tranche B Term Loan and Bank of America, N.A., as
          Administrative Agent and Collateral Agent;

        


        (b) Receipt
          by the Administrative Agent of a certificate of a Responsible Officer of
          the
          Borrower, in form and substance reasonably satisfactory to the Administrative
          Agent and its legal counsel, (i) certifying that the Organization Documents
          of
          each Loan Party delivered on the Closing Date have not been amended,
          supplemented or otherwise modified and remain in full force and effect
          as of the
          Second Amendment Effective Date, (ii) attaching resolutions of each Loan
          Party
          approving and adopting this Amendment, the transactions contemplated herein
          and
          authorizing the execution and delivery of this Amendment and any documents,
          agreements or certificates related thereto and certifying that such resolutions
          have not been amended, supplemented or otherwise modified and remain in
          full
          force and effect as of the Second Amendment Effective Date and (iii) certifying
          that the Borrower and its Subsidiaries (after giving effect to this Amendment
          and the incurrence of Indebtedness related hereto) are Solvent on a consolidated
          basis.

        


        (c) 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
          Second Amendment Effective Date, in form and substance satisfactory to
          the
          Administrative Agent.

        


        (d) Receipt
          by the Administrative Agent of evidence that, simultaneously with the
          effectiveness of this Amendment, the Second Lien Term Loan has been repaid
          in
          full and terminated.

        


        (e) Receipt
          by the Administrative Agent and the Lenders of any fees and expense required
          to
          be paid on or before the Second Amendment Effective Date.

        


        6. 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 (i) acknowledges and consents to all of the terms and conditions
          of this Amendment, (ii) affirms all of its obligations under the Loan
          Documents and (iii) 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.

        


        (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) Each
          of
          the Loans Parties hereby acknowledge that the Control Agent has delivered
          all
          Control Collateral (as defined in the Pledge Agreement) to the Collateral
          Agent
          and the capacity of control agent has been terminated.

        


        (g) 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.

        


        [remainder
          of page intentionally left blank]

        


        



         

        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:     

        Name:

        Title:

        


        GUARANTORS:   MATRIA
          WOMEN’S AND CHILDREN’S HEALTH, LLC,

        a
          Delaware limited liability company

         

        


        By:     

        Name:

        Title: 

        


        MATRIA
          CASE MANAGEMENT, INC.,

        a
          Georgia
          corporation

         

        


        By:     

        Name:

        Title: 

        


        MIAVITA,
          INC.,

        a
          Georgia
          corporation

         

        


        By:     

        Name:

        Title: 

        


        MATRIA
          HEALTH ENHANCEMENT COMPANY,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        DIABETES
          ACQUISITION, INC.,

        a
          Georgia
          corporation

         

        


        By:     

        Name:

        Title: 


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        


        GAINOR
          MEDICAL ACQUISITION COMPANY,

        a
          Georgia
          corporation

         

        


        By:     

        Name:

        Title: 

        


        MATRIA
          HEALTHCARE OF ILLINOIS, INC.,

        a
          Georgia
          corporation

         

        


        By:     

        Name:

        Title: 

        


        MATRIA
          OF
          NEW YORK, INC.,

        a
          New
          York corporation

         

        


        By:     

        Name:

        Title: 

        


        QUALITY
          ONCOLOGY, INC.,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        WINNINGHABITS,
          INC.,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


         


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


        WINNINGHABITS.COM,
          LTD., 

        a
          Texas
          limited partnership

         

        


        By:     

        Name:

        Title: 

        


        WINNINGHABITS
          GP, INC., 

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        WINNINGHABITS
          LP, INC., 

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        CORSOLUTIONS
          MEDICAL, INC.,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        CORSOLUTIONS
          INC.,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 

        


        HEALTH
          AND PRODUCTIVITY CORPORATION OF AMERICA, INC.,

        a
          Delaware corporation

         

        


        By:     

        Name:

        Title: 


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        


        ADMINISTRATIVE

        AGENT:     BANK
          OF
          AMERICA, N.A., 

        as
          Administrative Agent and Collateral Agent

        


        By:
           

        Name:
          Kristine Thennes

        Title: Vice
          President 

        


        LENDERS:     BANK
          OF
          AMERICA, N.A.,

        as
          a
          Lender, Swing Line Lender and L/C Issuer

        


        By:     

        Name: William
          H. Powell

        Title: Senior
          Vice President

        


        [Additional
          Lenders]

        


        


        



        


        Schedule
          2.01

        


        TRANCHE
          B-2 TERM LOAN COMMITMENTS

        


        


        
          	
                  Lender

                	
                  Tranche
                    B-2 Term Loan Commitment

                	
                  Applicable
                    Percentage

                
	
                  Bank
                    of America, N.A.

                	
                  $65,000,000.00

                	
                  100.000000000%

                
	 	 	 
	
                  Total

                	
                  $65,000,000.00

                	
                  100.000000000%

                


        

        


        


        



        


        Exhibit
          2.10(a)(iv)

        


        FORM
          OF
          TRANCHE B-2 TERM LOAN NOTE

        


        FOR
          VALUE
          RECEIVED, the undersigned (the “Borrower”),
          hereby promises to pay to _______________ or registered assigns (the
“Lender”),
          in
          accordance with the provisions of the Credit Agreement (as hereinafter
          defined),
          the principal amount of the Tranche B-2 Term Loan made by the Lender to
          the
          Borrower under that certain Credit Agreement, dated as of January 19, 2006
          (as
          amended, restated, extended, supplemented or otherwise modified in writing
          from
          time to time, the “Credit
          Agreement”),
          among
          the Borrower, the Guarantors from time to time party thereto, the Lenders
          from
          time to time party thereto, and Bank of America, N.A., as Administrative
          Agent,
          Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
          but
          not otherwise defined herein have the meanings provided in the Credit
          Agreement.

        


        The
          Borrower promises to pay interest on the unpaid principal amount of each
          Tranche
          B-2 Term Loan from the date of such Tranche B-2 Term Loan until such principal
          amount is paid in full, at such interest rates and at such times as provided
          in
          the Credit Agreement. All payments of principal and interest shall be made
          to
          the Administrative Agent for the account of the Lender in Dollars in immediately
          available funds at the Administrative Agent’s Office. If any amount is not paid
          in full when due hereunder, such unpaid amount shall bear interest, to
          be paid
          upon demand, from the due date thereof until the date of actual payment
          (and
          before as well as after judgment) computed at the per annum rate set forth
          in
          the Credit Agreement.

        


        This
          Tranche B-2 Term Loan Note is one of the Tranche B-2 Term Loan Notes referred
          to
          in the Credit Agreement, is entitled to the benefits thereof and may be
          prepaid
          in whole or in part subject to the terms and conditions provided therein.
          Upon
          the occurrence and continuation of one or more of the Events of Default
          specified in the Credit Agreement, all amounts then remaining unpaid on
          this
          Tranche B-2 Term Loan Note shall become, or may be declared to be, immediately
          due and payable all as provided in the Credit Agreement. Tranche B-2 Term
          Loans
          made by the Lender shall be evidenced by one or more loan accounts or records
          maintained by the Lender in the ordinary course of business. The Lender
          may also
          attach schedules to this Tranche B-2 Term Loan Note and endorse thereon
          the
          date, amount and maturity of its Tranche B-2 Term Loans and payments with
          respect thereto.

        


        The
          Borrower, for itself, its successors and assigns, hereby waives diligence,
          presentment, protest and demand and notice of protest, demand, dishonor
          and
          nonpayment of this Tranche B-2 Term Loan Note.

        


        THIS
          TRANCHE B-2 TERM LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
          WITH
          THE LAWS OF THE STATE OF NEW YORK.

        


        


        MATRIA
          HEALTHCARE, INC.,

        a
          Delaware corporation

        


        By:     

        Name:

        Title:

      

    

    
      
         

      

      
        10