EXHIBIT 10.31
[FORM OF FIRST AMENDMENT
TO PLEDGE AGREEMENT]
This FIRST AMENDMENT TO [BORROWER][SUBSIDIARY] PLEDGE AGREEMENT (this
"AMENDMENT") is dated as of April 30, 1998 and entered into by and between
[TOTAL RENAL CARE HOLDINGS, INC.,][RENAL TREATMENT CENTERS, INC., a Delaware
corporation][TOTAL RENAL CARE, INC., a California corporation] ("PLEDGOR"), and
THE BANK OF NEW YORK ("BNY"), as administrative agent for and representative of
(in such capacity herein called "COLLATERAL AGENT") the Secured Parties referred
to below.
PRELIMINARY STATEMENTS
A. Total Renal Care Holdings, Inc., is a party to (i) that certain Amended
and Restated Revolving Credit Agreement dated as of April 30, 1998, with the
lenders named therein (the "Revolving Lenders"), DLJ Capital Funding, Inc., as
Syndication Agent, The Bank of New York, as Administrative Agent, and First
Union National Bank, as Documentation Agent (such Amended and Restated Revolving
Credit Agreement, being the "REVOLVING CREDIT AGREEMENT"), and (ii) that certain
Amended and Restated Term Loan Agreement dated as of April 30, 1998 with the
lenders named therein (the "Term Lenders"), DLJ Capital Funding, Inc., as
Syndication Agent, and The Bank of New York, as the Administrative Agent (said
Amended and Restated Term Loan Agreement being the "TERM LOAN AGREEMENT").
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Revolving Credit Agreement and, if not defined
therein, in the Term Loan Agreement.
B. The Pledgor is a party to that certain [Borrower][Subsidiary] Pledge
Agreement dated as of [October 24, 1997][February 27, 1998] (the "Pledge
Agreement") with the Collateral Agent, as administrative agent for and
representative of the Secured Parties, as "Secured Parties" is defined therein.
C. It is a condition precedent to the effectiveness of the Revolving
Credit Agreement and the Term Loan Agreement that the Pledgor and the Collateral
Agent have agreed to amend the Pledge Agreement pursuant to this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Pledgor hereby agrees with the Collateral Agent as follows:
SECTION 1. AMENDMENT TO PLEDGE AGREEMENT.
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Section [17][18][1] of the Pledge Agreement is hereby amended by
deleting the reference to "January 1, 1999" contained therein and substituting
therefor a reference to "July 1, 1999."
SECTION 2. MISCELLANEOUS.
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A. REFERENCE TO AND EFFECT ON THE PLEDGE AGREEMENT.
(i) On and after the Effective Date, each reference in the Pledge
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Pledge Agreement, shall mean and be a reference
to the Pledge Agreement as amended hereby.
(ii) Except as specifically amended by this Amendment, the Pledge
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Collateral Agent or any Secured Party under, the Pledge Agreement.
B. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
C. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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[1] Insert 17 for Amendment to Borrower Pledge Agreement and 18 for Amendment
to Subsidiary Pledge Agreement.
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IN WITNESS WHEREOF, the Pledgor and the Collateral Agent have caused
this Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
[NAME OF PLEDGOR]
as Pledgor
By:_______________________________
Title:____________________________
THE BANK OF NEW YORK, as the Collateral Agent
By:_______________________________
Title:____________________________
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