EXHIBIT 10.5
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 4 AND WAIVER (this "Amendment"), dated as of November 8, 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, Amendment No. 2,
dated as of November 12, 1998, and Amendment No. 3 and Waiver, dated as of
August 9, 1999 (the "Third Amendment and Waiver") (as so amended, 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 and
including September 30, 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
quarter of the Borrower ended on September 30, 1999 (consisting of
approximately: $10,000,000 relating to the write-off of certain
accounts receivable at the Borrower's Minnesota laboratory, $3,200,000
relating to certain fees and expenses paid in connection with the
August 9, 1999 amendments and waivers to the Revolving Credit Agreement
and the Term Loan Facility, $2,580,000 relating to certain severance
charges; $730,000 relating to certain aircraft, $540,000 relating to
the settlement of a certain workers compensation claim in respect of
RTC, and $130,000 relating to certain employment retention bonuses) in
an aggregate amount not to exceed $17,200,000 on a pre-tax basis (the
"One-Time Charges")) during the Waiver Period shall not exceed
4.80:1.00 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 October 27, 1999,
(d) in addition to the terms, conditions and restrictions contained in
the Revolving Credit Agreement, the total consideration for (i) all
Permitted Acquisitions made after July 1, 1999 through and including
March 15, 2000 (excluding the Permitted Acquisitions set forth in Annex
I attached hereto) shall not exceed in the aggregate $10,000,000, and
(ii) all Foreign Acquisitions made after July 1, 1999 through and
including March 15, 2000 shall not exceed in the aggregate $5,000,000,
(e) for purposes of determining the Commitment Fee during the Waiver
Period, the Leverage Ratio shall be calculated without excluding the
One-Time Charges as defined in the Third Amendment and Waiver (prior to
giving effect to this Amendment) and as defined in this Amendment, 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 $40,000,000.
2. 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 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 and including September 30,
1999 to but excluding the effective date of this Amendment, 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
waived pursuant to the Term Loan Waiver (as defined below).
3. Effective at all times on and after September 30, 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) (i) for the period from and including September 30, 1999 through
and including March 15, 2000, (A) with respect to the unpaid principal
amount of Eurodollar Advances and Alternate Currency Advances, 3.50%,
and (B) with respect to the unpaid principal amount of ABR Advances,
2.25%, and (ii) thereafter, at all times during the applicable periods
set forth below and based on the most recently delivered Compliance
Certificate of the Borrower: (A) 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 (B) 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 4.40:1.00...... 3.50% 2.25%
When the Leverage Ratio is less than or equal to
4.40:1.00 but greater than 4.00....................... 3.25% 2.00%
When the Leverage Ratio is less than or equal to
4.00:1.00............................................. 3.00% 1.75%
4. Simultaneously with the delivery to the Administrative Agent of the
Compliance Certificate for the fiscal quarter of the Borrower ended on
September 30, 1999 and in no event later than November 15, 1999 (the "CC
Delivery Date"), 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 September
30, 1999 to and including the CC Delivery Date, as a result of any increase
in the Applicable Margin or Commitment Fee caused by the amendment to the
definition of "Applicable Margin" effected
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hereby, 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 September 30, 1999 but that have not been paid on or before
the CC Delivery Date, 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
September 30, 1999, shall continue to govern the calculation of interest,
Commitment Fees and Letter of Credit Fees payable thereunder for periods
prior to such date.
5. The Administrative Agent and the Required Lenders hereby consent to the
Term Loan Waiver.
6. The Aggregate Revolving Credit Commitments are hereby permanently
reduced to $700,000,000 and Exhibit A to the Credit Agreement is hereby
amended and restated in the form of Exhibit A attached hereto.
7. Paragraphs 1--6 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 November 8, 1999, of a non-refundable fee in an
amount equal to 0.250% of the Revolving Credit Commitment (as set forth
on Exhibit A attached hereto) of such Lender.
(c) The Limited Waiver and Third Amendment to Amended and Restated Term
Loan Agreement, dated as of the date hereof and substantially in the
form of Annex II 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 and the Syndication Agent.
8. 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
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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.
9. 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.
10. 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.
11. 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.
Notwithstanding anything to the contrary contained herein, the terms,
provisions and conditions of the Third Amendment and Waiver shall remain
and continue in full force and effect; provided that, for the period from
September 30, 1999 through and including March 15, 2000, the Waiver
Conditions as defined in the Third Amendment and Waiver shall be deemed
replaced in their entirety by the Waiver Conditions as defined in this
Amendment, except that the references to "One-Time Charges" contained in
Paragraphs 3 and 10 of the Third Amendment and Waiver shall continue to be
as defined under the Third Amendment and Waiver prior to giving effect to
this Amendment.
12. 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.
13. 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.
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AMENDMENT NO. 4 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: ______________________________
5
AMENDMENT NO. 4 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: ______________________________
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AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
DLJ CAPITAL FUNDING, INC.,
Individually and as Syndication
Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
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AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
FIRST UNION NATIONAL BANK,
Individually and as Documentation
Agent
By: _________________________________
Name: _______________________________
Title: ______________________________
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AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ABN AMRO BANK N.V.
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
9
AMENDMENT NO. 4 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: ______________________________
10
AMENDMENT NO. 4 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: ______________________________
11
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANK LEUMI TRUST COMPANY OF NEW YORK
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
12
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA
By: _________________________________
Name: _______________________________
Title: ______________________________
13
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANQUE NATIONALE DE PARIS
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
14
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BHF (USA) CAPITAL CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
15
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
CITY NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
16
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
BANK OF AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
17
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
CREDIT LYONNAIS NEW YORK BRANCH
By: _________________________________
Name: _______________________________
Title: ______________________________
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AMENDMENT NO. 4 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: ______________________________
19
AMENDMENT NO. 4 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: ______________________________
20
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG--NEW YORK
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
21
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
FLEET NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
22
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE FUJI BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
23
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
HIBERNIA NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
24
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE INDUSTRIAL BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY
By: _________________________________
Name: _______________________________
Title: ______________________________
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AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
KBC BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
26
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
GENERAL ELECTRIC CAPITAL CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
27
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
MELLON BANK, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
28
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
MICHIGAN NATIONAL BANK
By: _________________________________
Name: _______________________________
Title: ______________________________
29
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: _________________________________
Name: _______________________________
Title: ______________________________
30
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
NATIONAL CITY BANK OF KENTUCKY
By: _________________________________
Name: _______________________________
Title: ______________________________
31
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
PARIBAS
By: _________________________________
Name: _______________________________
Title: ______________________________
By: _________________________________
Name: _______________________________
Title: ______________________________
32
AMENDMENT NO. 4 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: ______________________________
33
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ROYAL BANK OF CANADA
By: _________________________________
Name: _______________________________
Title: ______________________________
34
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE ROYAL BANK OF SCOTLAND PLC
By: _________________________________
Name: _______________________________
Title: ______________________________
35
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ROYALTON COMPANY
By: Pacific Investment Management
company,
as its Investment Advisor
By: _________________________________
Name: _______________________________
Title: ______________________________
36
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE SANWA BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
37
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
SOCIETE GENERALE
By: _________________________________
Name: _______________________________
Title: ______________________________
38
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
STB DELAWARE FUNDING TRUST I
By: _________________________________
Name: _______________________________
Title: ______________________________
39
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, NASHVILLE, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
40
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE TOKAI BANK, LIMITED
By: _________________________________
Name: _______________________________
Title: ______________________________
41
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THE TOYO TRUST & BANKING CO., LTD.,
New York Branch
By: _________________________________
Name: _______________________________
Title: ______________________________
42
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A.
By: _________________________________
Name: _______________________________
Title: ______________________________
43
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION
By: _________________________________
Name: _______________________________
Title: ______________________________
44
AMENDMENT NO. 4 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: _________________________________
45
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ANNEX I
LIST OF PERMITTED ACQUISITIONS--PUT OBLIGATIONS
46
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
ANNEX II
FORM OF TERM LOAN WAIVER
47
AMENDMENT NO. 4 AND WAIVER
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
TRCH EXHIBIT A
LIST OF COMMITMENTS
48