EXHIBIT 10.2
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 3 AND WAIVER (this "Amendment"), dated as of August 9, 1999, to
and under the Amended and Restated Revolving Credit Agreement, as amended by
Amendment No. 1 and Consent No. 1, dated as of August 5, 1998, and Amendment
No. 2, dated as of November 12, 1998 (the "Revolving Credit Agreement"), dated
as of April 30, 1998, by and among TOTAL RENAL CARE HOLDINGS, INC., a Delaware
corporation (the "Borrower"), the lenders party thereto (the "Lenders"), DLJ
CAPITAL FUNDING, INC., as Syndication Agent, FIRST UNION NATIONAL BANK, as
Documentation Agent, and THE BANK OF NEW YORK, as administrative agent (in such
capacity, the "Administrative Agent").
RECITALS
I. Capitalized terms used herein which are not otherwise defined herein shall
have the respective meanings ascribed thereto in the Revolving Credit
Agreement.
II. The Borrower has requested that the Administrative Agent and the Lenders
agree to amend and waive certain provisions under the Revolving Credit
Agreement upon the terms and conditions contained herein, and the
Administrative Agent and the Required Lenders are willing to so agree.
Accordingly, in consideration of the Recitals and the covenants and
conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The Administrative Agent and the Required Lenders hereby waive compliance
with Section 7.15 of the Revolving Credit Agreement from March 31, 1999 through
and including March 15, 2000 (the "Waiver Period"), provided that each of the
following conditions (the "Waiver Conditions") shall be, and shall at all times
remain, satisfied:
(a) the Leverage Ratio (calculated so as to exclude, to the extent
included therein, certain one-time charges related to the fiscal quarters
of the Borrower ended on March 31, 1999 and June 30, 1999, as disclosed in
the July 18, 1999 press release of the Borrower, in an aggregate amount not
to exceed $60,000,000 on a pre-tax basis (the "One-Time Charges")) during
the Waiver Period shall not exceed 4.40:1.00 at any time,
(b) the Aggregate Credit Exposure of all Lenders during the Waiver Period
shall not exceed $650,000,000 at any time,
(c) in addition to the terms, conditions and restrictions contained in
the Revolving Credit Agreement, the use by the Borrower and any of its
Subsidiaries of cash (including, without limitation, the proceeds of all
Loans) during the period from July 1, 1999 through and including March 15,
2000 shall be solely for: (i) the ordinary working capital purposes of the
Borrower and its Subsidiaries, (ii) Permitted Acquisitions, and (iii) other
capital expenditures and corporate purposes of the Borrower and its
Subsidiaries in amounts that do not materially exceed those outlined in the
cash flow forecast of the Borrower distributed to the Lenders on July 30,
1999,
(d) the total consideration for (i) all Permitted Acquisitions made after
July 1, 1999 through and including March 15, 2000 shall not exceed in the
aggregate $30,000,000, and (ii) all Foreign Acquisitions made after July 1,
1999 through and including March 15, 2000 shall not exceed in the aggregate
$10,000,000,
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(e) for purposes of determining the Applicable Margin (including, without
limitation, for purposes of calculating the LC Rate) and the Commitment Fee
during the Waiver Period, the Leverage Ratio shall be calculated without
excluding the One-Time Charges, and
(f) during the period from July 1, 1999 through and including March 15,
2000 capital expenditures of the Borrower and its Subsidiaries (on a
Consolidated basis determined in accordance with GAAP) attributable to the
creation of new renal treatment centers or the relocation or expansion of
existing renal treatment centers shall not exceed in the aggregate
$60,000,000.
2. Provided that (i) each of the Waiver Conditions shall be, and shall at all
times remain, satisfied during the Waiver Period, and (ii) the total
consideration paid in connection with all Foreign Acquisitions made after
October 24, 1997 through August 9, 1999 (other than the merger of RTC into the
Borrower pursuant to the RTC Merger Agreement as permitted by Amendment No. 1
and Consent No. 1, dated as of December 1, 1997, to the Existing Credit
Agreement) does not exceed $73,000,000, the Administrative Agent and the
Required Lenders hereby (A) waive any Default or Event of Default that occurred
under Section 8.5(f)(C) through and including August 9, 1999, (B) amend Section
8.5(f)(C) by replacing the amount "$60,000,000" contained therein with the
amount "$83,000,000", and (C) amend Section 8.5(f)(C) by inserting immediately
after the date "October 24, 1997" contained therein the phrase "(other than the
merger of RTC into the Borrower pursuant to the RTC Merger Agreement as
permitted by Amendment No. 1 and Consent No. 1, dated as of December 1, 1997,
to the Existing Credit Agreement)".
3. Provided that each of the Waiver Conditions shall be, and shall at all
times remain, satisfied, the Administrative Agent and the Required Lenders
hereby waive any Default or Event of Default that may have occurred prior to
the effectiveness of this Amendment (a) under or in connection with Section
4.21, 7.1(b) or 7.2(a), (b) due to any misrepresentation or miscertification
made in (i) any Borrowing Request, Notice of Conversion/Continuation or Letter
of Credit Request delivered to the Administrative Agent during the period from
March 31, 1999 to but excluding the effective date of this Amendment or (ii)
the Compliance Certificate delivered on May 17, 1999, in each case, with regard
to clauses (a) and (b) above, due solely to the failure of the Borrower to
incorporate the effects of the One-Time Charges in the financial statements
delivered on May 17, 1999 in respect of the fiscal quarter of the Borrower
ended on March 31, 1999, or (c) under or in connection with Section 9.1(g)(iii)
or 9.1(k)(ii) as a result of any defaults that may have arisen under the Term
Loan Facility that will be and remain waived pursuant to the Term Loan Waiver
(as defined below).
4. Effective at all times on and after August 9, 1999, clause (a) of the
definition of "Applicable Margin" contained in Section 1.1 of the Revolving
Credit Agreement is hereby amended and restated as follows:
(a) at all times during the applicable periods set forth below and based
on the most recently delivered Compliance Certificate of the Borrower: (i)
with respect to the unpaid principal amount of Eurodollar Advances and
Alternate Currency Advances, the percentage set forth below under the
heading "Eurodollar Margin" and adjacent to such period, and (ii) with
respect to the unpaid principal amount of ABR Advances, the percentage set
forth below under the heading "ABR Margin" and adjacent to such period:
Eurodollar ABR
Period Margin Margin
------ ---------- ------
When the Leverage Ratio is greater than 4.00:1.00........ 2.75% 1.50%
When the Leverage Ratio is less than or equal to
4.00:1.00 but greater than 3.50:1.00.................... 2.50% 1.25%
When the Leverage Ratio is less than or equal to
3.50:1.00 but greater than 3.00:1.00.................... 2.25% 1.00%
When the Leverage Ratio is less than or equal to
3.00:1.00 but greater than 2.50:1.00.................... 2.00% 0.75%
When the Leverage Ratio is less than or equal to
2.50:1.00 but greater than 2.00:1.00.................... 1.75% 0.50%
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Eurodollar ABR
Period Margin Margin
------ ---------- ------
When the Leverage Ratio is less than or equal to
2.00:1.00 but greater than 1.50:1.00................... 1.50% 0.25%
When the Leverage Ratio is less than or equal to
1.50:1.00.............................................. 1.25% 0.00%
5. The definitions of "Maturity Date" and "Special Counsel" contained in
Section 1.1 of the Revolving Credit Agreement are hereby amended and restated
in their entirety as follows:
"Maturity Date": March 31, 2003, or such earlier date on which the Notes
shall become due and payable, whether by acceleration or otherwise.
"Special Counsel": Xxxxx Xxxx LLP, special counsel to the Administrative
Agent.
6. Section 2.6(b) of the Revolving Credit Agreement is hereby amended and
restated as follows:
(b) Mandatory Periodic Reductions. The Aggregate Revolving Credit
Commitments shall be reduced on each of the following dates by the amount
set forth next to such date:
Aggregate Revolving
Credit Commitments
Dates Reductions
----- -------------------
September 30, 2001................................... $ 89,100,000
September 30, 2002................................... $148,400,000
7. Section 2.10 of the Revolving Credit Agreement is hereby amended by (i)
deleting the phrase "Alternate Base Rate" each time it appears in clause (a)
thereof under the heading "RATE" and replacing it with the phrase "Alternate
Base Rate plus the Applicable Margin" in each such instance, and (ii) deleting
the phrase "Alternate Base Rate plus 2%" each time it appears in clause (b)
thereof and replacing it with the phrase "Alternate Base Rate plus the
Applicable Margin plus 2%" in each such instance.
8. Effective at all times on and after August 9, 1999, Section 3.1(a) of the
Revolving Credit Agreement is hereby amended by replacing the table contained
therein with the following:
Commitment Fee
Pricing Level Percentage
------------- --------------
When the Leverage Ratio is equal to or greater than
3.75:1.00.................................................. 0.500%
When the Leverage Ratio is less than 3.75:1.00 but equal to
or greater than 3.50:1.00.................................. 0.350%
When the Leverage Ratio is less than 3.50:1.00 but equal to
or greater than 3.00:1.00.................................. 0.300%
When the Leverage Ratio is less than 3.00:1.00 but equal to
or greater than 2.00:1.00.................................. 0.250%
When the Leverage Ratio is less than 2.00:1.00 but equal to
or greater than 1.50:1.00.................................. 0.200%
When the Leverage Ratio is less than 1.50:1.00.............. 0.175%
9. Section 7.2 of the Revolving Credit Agreement is hereby amended by adding
to the end thereof the following new clauses (j) and (k):
(j) A certificate no later than five Business Days prior to the
consummation of any Permitted Acquisition made after July 1, 1999 through
and including March 15, 2000: (i) identifying such Permitted Acquisition,
(ii) specifying the total consideration to be paid with respect to such
Permitted Acquisition, the
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aggregate total consideration paid with respect to all Permitted
Acquisitions (including such proposed Permitted Acquisition) made after
July 1, 1999 through and including March 15, 2000 and such other
information as the Administrative Agent shall reasonably require, and (iii)
certifying that immediately before and after giving effect thereto no
Default or Event of Default shall exist.
(k) On August 16, 1999 and thereafter within ten days after the end of
each calendar month through March 15, 2000, a report specifying (in a
format reasonably acceptable to the Administrative Agent): (i) Permitted
Acquisitions made (A) during such immediately preceding calendar month and
(B) made after July 1, 1999 through the end of the immediately preceding
calendar month, (ii) capital expenditures of the Borrower and its
Subsidiaries (on a Consolidated basis determined in accordance with GAAP)
attributable to the creation of new renal treatment centers or the
relocation or expansion of existing renal treatment centers made (A) during
such immediately preceding calendar month and (B) made from July 1, 1999
through the end of the immediately preceding calendar month, and (iii) an
accounts receivable aging summary by account debtor group.
10. On or before August 16, 1999, the Borrower shall deliver to the
Administrative Agent a revised Compliance Certificate for the fiscal quarter of
the Borrower ended on March 31, 1999, which shall recalculate the Leverage
Ratio to reflect the One-Time Charges. The Applicable Margin and the Commitment
Fee for the period from May 17, 1999 (the date the Borrower delivered the
original Compliance Certificate for the fiscal quarter of the Borrower ended on
March 31, 1999), to and including the date the next Compliance Certificate is
delivered or is required to be delivered shall be based on such revised
Leverage Ratio. On or before August 20, 1999, the Borrower shall pay to the
Administrative Agent, for distribution to the Lenders, any additional interest,
Commitment Fees and Letter of Credit Fees that accrued under the Revolving
Credit Agreement and the Revolving Credit Notes during the period from and
including May 17, 1999, to and including August 19, 1999, as a result of any
increase in the Applicable Margin or Commitment Fee caused by the One-Time
Charges, to the extent that any such accrued additional interest, Commitment
Fees or Letter of Credit Fees would have been payable on any Interest Payment
Date or other applicable payment date during such period. All such additional
interest, Commitment Fees and Letter of Credit Fees that have accrued under the
Revolving Credit Agreement and the Revolving Credit Notes on and after May 17,
1999 but that have not been paid on or before August 19, 1999, shall continue
to be owed under the Revolving Credit Agreement and the Revolving Credit Notes,
and shall be paid in accordance with the Revolving Credit Agreement on the next
applicable Interest Payment Date or other applicable payment date. Section
3.1(a) of the Revolving Credit Agreement and the definition of "Applicable
Margin" in Section 1.1 of the Revolving Credit Agreement, each as in effect
immediately prior to August 9, 1999, shall continue to govern the calculation
of interest, Commitment Fees and Letter of Credit Fees payable thereunder for
periods prior to such date.
11. The Administrative Agent and the Required Lenders hereby consent to the
Term Loan Waiver.
12. Exhibit D to the Credit Agreement is hereby amended and restated in the
form of Exhibit D attached hereto.
13. Paragraphs 1--12 of this Amendment shall not become effective until the
satisfaction of all of the following conditions precedent:
(a) The Administrative Agent shall have received this Amendment, duly
executed by a duly authorized officer or officers of the Borrower, the
Guarantors, the Pledgors, the Administrative Agent and the Required
Lenders.
(b) Receipt by the Administrative Agent, for the account of each Lender
that shall have executed and delivered this Amendment (without any
reservation or condition) to the Administrative Agent before 5:00 p.m. (New
York City time) on August 9, 1999, of a non-refundable fee in an amount
equal to 0.25% of the Revolving Credit Commitment of such Lender.
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(c) The Limited Waiver and Second Amendment to Amended and Restated Term
Loan Agreement, dated as of the date hereof and substantially in the form
of Annex I hereto (the "Term Loan Waiver"), shall have become effective
prior to or simultaneously herewith, and the Administrative Agent shall
have received an executed copy thereof.
(d) The Administrative Agent shall have received a certificate, dated the
effective date of this Amendment, of the Secretary or Assistant Secretary
of the Borrower (i) attaching a true and complete copy of the resolutions
of its Board of Directors and of all documents evidencing other necessary
corporate action (in form and substance satisfactory to the Administrative
Agent) taken by it to authorize this Amendment and the transactions
contemplated hereby, and (ii) setting forth the incumbency of its officer
or officers (including therein the signature specimen of such officer or
officers) who may sign this Amendment, any Loan Document or any other
document, notice or certificate executed and delivered in connection with
any Loan Document.
(e) The Administrative Agent shall have received an opinion of general
counsel of the Borrower, the Guarantors and the Pledgors, dated the
effective date of this Amendment and addressed to the Administrative Agent,
the Collateral Agent, the Documentation Agent, the Syndication Agent and
the Lenders, in form and substance reasonably satisfactory to the
Administrative Agent.
14. Without limiting the generality of the provisions of Section 11.1 of the
Revolving Credit Agreement, the waivers set forth in this Amendment shall be
limited precisely as written and nothing in this Amendment shall be deemed to:
(a) constitute a waiver of any Defaults or Events of Default arising in any
other instance or a waiver of any other term, provision or condition of the
Revolving Credit Agreement or any other instrument or agreement referred to
therein; or (b) prejudice any right or remedy that the Administrative Agent,
the Collateral Agent, the Swing Line Lender, the Letter of Credit Issuer or any
Lender may now have (except to the extent such right or remedy was based upon
any existing defaults that will not exist after giving effect to this
Amendment) or may have in the future under or in connection with the Revolving
Credit Agreement or any other instrument or agreement referred to therein.
15. The Borrower hereby acknowledges and agrees that all costs, fees and
expenses as described in Section 11.5 of the Revolving Credit Agreement
incurred by the Administrative Agent, the Syndication Agent, the Co-Arrangers,
and Special Counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrower and
shall be promptly paid by the Borrower following the submission of an invoice
therefor.
16. On the date hereof, each Credit Party hereby (a) reaffirms and admits the
validity and enforceability of the Loan Documents (as amended by this
Amendment) and all of its obligations thereunder, (b) agrees and admits that it
has no defenses to or offsets against any such obligation, and (c) represents
and warrants that, after giving effect to the effectiveness of this Amendment,
no Default or Event of Default has occurred and is continuing, and that each of
the representations and warranties made by it in the Loan Documents (as amended
by this Amendment) to which it is a party is true and correct with the same
effect as though such representation and warranty had been made on the date
hereof.
17. In all other respects, the Loan Documents shall remain in full force and
effect, and no amendment in respect of any term or condition of any Loan
Document contained herein shall be deemed to be an amendment in respect of any
other term or condition contained in any Loan Document.
18. This Amendment may be executed in any number of counterparts all of
which, taken together, shall constitute one Amendment. In making proof of this
Amendment, it shall only be necessary to produce the counterpart executed and
delivered by the party to be charged.
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19. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO BE
PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
[Remainder of page intentionally left blank]
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AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment to be
executed on its behalf.
TOTAL RENAL CARE HOLDINGS, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE BANK OF NEW YORK, Individually,
as the Letter of Credit Issuer, as
the Swing Line Lender and as
Administrative Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DLJ CAPITAL FUNDING, INC.,
Individually and as Syndication
Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
FIRST UNION NATIONAL BANK,
Individually and as Documentation
Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ABN AMRO BANK N.V.
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ALLIED IRISH BANKS, P.L.C., CAYMAN
ISLANDS BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA, NASSAU BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANK LEUMI TRUST COMPANY OF NEW YORK
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANQUE NATIONALE DE PARIS
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BHF (USA) CAPITAL CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
CITY NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANK OF AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
CREDIT LYONNAIS NEW YORK BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
FLEET NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE FUJI BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
HIBERNIA NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE INDUSTRIAL BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
KBC BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
GE CAPITAL CORP.
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
MELLON BANK, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
MICHIGAN NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
NATIONAL CITY BANK OF KENTUCKY
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
PARIBAS
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A, "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ROYAL BANK OF CANADA
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE ROYAL BANK OF SCOTLAND PLC
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE SANWA BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
SOCIETE GENERALE
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
STB DELAWARE FUNDING TRUST I
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, NASHVILLE, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE TOKAI BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE TOYO TRUST & BANKING CO., LTD.,
Los Angeles Agency
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION
By: _________________________________
Name: _______________________________
Title: ______________________________
AMENDMENT NO. 3 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AGREED AND CONSENTED TO:
TOTAL RENAL CARE, INC.
TOTAL RENAL CARE ACQUISITION CORP.
RENAL TREATMENT CENTERS, INC.
RENAL TREATMENT CENTERS--MID-ATLANTIC, INC.
RENAL TREATMENT CENTERS--NORTHEAST, INC.
RENAL TREATMENT CENTERS--CALIFORNIA, INC.
RENAL TREATMENT CENTERS--WEST, INC.
RENAL TREATMENT CENTERS--SOUTHEAST, INC.
Each by: ____________________________
Name: _______________________________
Title: ______________________________
TRC WEST, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
