0001007228-04-000013 Sample Contracts

AMENDMENT
Restrictive Covenant Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services

That certain Severance Compensation and Restrictive Covenant Agreement (the “Agreement”) dated as of April 27, 2002 between MATRIA HEALTHCARE, INC., a Delaware corporation (the “Company”), and YVONNE V. SCOGGINS (the “Executive”) is hereby amended by deleting the text of Section 1 thereof and replacing it with the following:

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AMENDMENT
Restrictive Covenant Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services

That certain Change in Control Severance Compensation and Restrictive Covenant Agreement (the “Agreement”) dated as of April 27, 2002 between MATRIA HEALTHCARE, INC., a Delaware corporation (the “Company”), and YVONNE V. SCOGGINS (the “Executive”) is hereby amended by deleting the text of Section 1 thereof and replacing it with the following:

CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Consent and Waiver Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services • New York

CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated as of April 23, 2004 (this “Agreement”), to the Loan and Security Agreement referred to below by and among MATRIA HEALTHCARE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Parent”), DIABETES ACQUISITION, INC., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, “DAI”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation and wholly-owned subsidiary of DAI (together with its permitted successors and assigns, “Gainor”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DMS”), DIABETES SELF CARE, INC., a Virginia corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DSC”), MATRIA LABORATORIES, INC., a Delaware corporation and wholly-owned subsid

CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
Consent and Waiver Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services • New York

CONSENT AND WAIVER AGREEMENT AND AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, dated as of April 29, 2004 (this “Agreement”), to the Loan and Security Agreement referred to below by and among MATRIA HEALTHCARE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Parent”), DIABETES ACQUISITION, INC., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, “DAI”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation and wholly-owned subsidiary of DAI (together with its permitted successors and assigns, “Gainor”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DMS”), DIABETES SELF CARE, INC., a Virginia corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DSC”), MATRIA LABORATORIES, INC., a Delaware corporation and wholly-owned subsid

CONSENT AGREEMENT AND AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
Consent Agreement • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services • New York

CONSENT AGREEMENT AND AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT, dated as of June 30, 2004 (this “Agreement”), to the Loan and Security Agreement referred to below by and among MATRIA HEALTHCARE, INC., a Delaware corporation (together with its permitted successors and assigns, the “Parent”), DIABETES ACQUISITION, INC., a Georgia corporation and wholly-owned subsidiary of the Parent (together with its permitted successors and assigns, “DAI”), GAINOR MEDICAL ACQUISITION COMPANY, a Georgia corporation and wholly-owned subsidiary of DAI (together with its permitted successors and assigns, “Gainor”), DIABETES MANAGEMENT SOLUTIONS, INC., a Delaware corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DMS”), DIABETES SELF CARE, INC., a Virginia corporation and wholly-owned subsidiary of Gainor (together with its permitted successors and assigns, “DSC”), MATRIA LABORATORIES, INC., a Delaware corporation and wholly-owned subsidiary of DSC

THIRD AMENDMENT OF LEASE
Lease • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services

THIS THIRD AMENDMENT OF LEASE ("Third Amendment") is made on March 30, 2004 between TRIZEC REALTY, INC., a California corporation ("Landlord"), whose address is 360 Interstate North Parkway, Suite 360, Atlanta GA 30339 and MATRIA HEALTHCARE, INC., a Delaware corporation ("Tenant"), whose address is 2161 Newmarket Parkway, Suite 233, Marietta, GA 30067.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 9th, 2004 • Matria Healthcare Inc • Services-home health care services • New York

THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) is executed as of this 19th day of April, 2004, by Matria Healthcare, Inc. (“Matria”) and Wells Fargo Bank, N.A., as Trustee under the indenture referenced below (the “Trustee”).

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