EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "Supplemental Indenture"),
dated as of April 2, 2004, among Renal Care Group, Inc., a Delaware corporation
(the "Surviving Entity"), the Guarantors (as defined in the Indenture referred
to herein) and Xxxxx Fargo Bank, N.A., successor in interest to Xxxxx Fargo Bank
Minnesota, N.A., as trustee, under the Indenture referred to below (the
"Trustee").
WITNESSETH
WHEREAS, National Nephrology Associates, Inc., a Delaware corporation
(the "Company"), has heretofore executed, and delivered to the Trustee an
indenture (the "Indenture"), dated as of October 22, 2003 providing for the
issuance of the Company's 9% Senior Subordinated Notes due 2011 (the "Notes");
WHEREAS, as of April 2, 2004, the Company merged with and into the
Surviving Entity through the following related transactions (collectively, the
"Merger"): (1) the merger of Titan Merger Subsidiary, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Surviving Entity, with and into
the Company, with the Company as the surviving corporation of the merger, and
(2) the merger of the Company with and into the Surviving Company, with the
Surviving Company as the surviving corporation of the merger;
WHEREAS, in accordance with Section 5.01 of the Indenture, the
Surviving Entity desires to execute this Supplemental Indenture in order to
evidence the Surviving Entity's assumption of the obligations of the Company
under the Notes, the Indenture and the Registration Rights Agreement in
connection with the Merger;
WHEREAS, each Guarantor desires by this Supplemental Indenture to
confirm that its Guarantee applies to the Surviving Entity's obligations under
the Notes, the Indenture and the Registration Rights Agreement; and
WHEREAS, all acts and things necessary have been done to make this
Supplemental Indenture a valid agreement and supplemental to the Indenture in
accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Surviving Entity, each of the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. Assumption of Obligations of the Company. The Surviving Entity
hereby assumes all the obligations of the Company under the Notes, the Indenture
and the Registration Rights Agreement.
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3. Application of Guarantor's Guarantees to Surviving Entity's
Obligations. Each Guarantor hereby confirms that its Guarantee applies to the
Surviving Entity's obligations under the Notes, the Indenture and the
Registration Rights Agreement.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. Severability. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
Dated: April 2, 2004
SURVIVING ENTITY:
RENAL CARE GROUP, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Executive Vice President and Chief Financial Officer
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TRUSTEE:
XXXXX FARGO BANK, N.A., successor in interest to XXXXX
FARGO BANK MINNESOTA, N.A., as Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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GUARANTORS:
NNA OF OKLAHOMA, INC., a Nevada corporation
NNA OF GEORGIA, INC., a Delaware corporation
NNA OF ALABAMA, INC., an Alabama corporation
NNA MANAGEMENT COMPANY OF KENTUCKY, INC., a Kentucky
corporation
By: National Nephrology Associates Management Company of
Texas, Inc., a Texas corporation, as its general
partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President
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NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY
OF TEXAS, INC., a Texas corporation
NNA OF NEVADA, INC., a Nevada corporation
NATIONAL NEPHROLOGY ASSOCIATES CREDIT CORPORATION,
a Tennessee corporation
NNA OF TOLEDO, INC., an Ohio corporation
NNA OF RHODE ISLAND, INC., a Rhode Island
corporation
NNA PROPERTIES OF NEW JERSEY, INC., a New Jersey
corporation
NNA MANAGEMENT COMPANY OF LOUISIANA, INC., a
Louisiana corporation
RENEX CORP., a Florida corporation
RENEX MANAGEMENT SERVICES, INC., a Florida
corporation
DIALYSIS SERVICES OF ATLANTA, INC., a Georgia
corporation
RENEX DIALYSIS CLINIC OF PENN HILLS, INC., a
Pennsylvania corporation
RENEX DIALYSIS CLINIC OF SHALER, INC., a
Pennsylvania corporation
RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC., a
Pennsylvania corporation
RENEX DIALYSIS CLINIC OF AMESBURY, INC., a
Massachusetts corporation
RENEX DIALYSIS CLINIC OF NORTH ANDOVER, INC., a
Massachusetts corporation
RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC., a
Georgia corporation
RENEX DIALYSIS CLINIC OF CREVE COUER, INC., a
Missouri corporation
RENEX DIALYSIS CLINIC OF ST. LOUIS, INC., a
Missouri corporation
By: National Nephrology Associates Management
Company of Texas, Inc., a Texas corporation,
as its general partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President
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RENEX DIALYSIS CLINIC OF BRIDGETON, INC., a
Missouri corporation
RENEX DIALYSIS CLINIC OF UNION, INC., a Missouri
corporation
RENEX DIALYSIS HOMECARE OF GREATER ST. LOUIS, INC.,
a Missouri corporation
RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC., a
Missouri corporation
RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC., a
Missouri corporation
RENEX DIALYSIS FACILITIES, INC., a Mississippi
corporation
RENEX DIALYSIS CLINIC OF BLOOMFIELD, INC., a New
Jersey corporation
RENEX DIALYSIS CLINIC OF ORANGE, INC., a New Jersey
corporation
RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC., a
Pennsylvania corporation
RENEX DIALYSIS CLINIC OF PITTSBURGH, INC., a
Pennsylvania corporation
RENEX DIALYSIS CLINIC OF WOODBURY, INC., a New
Jersey corporation
RENEX DIALYSIS CLINIC OF TAMPA, INC., a Florida
corporation
DIALYSIS ASSOCIATES, LLC, a Tennessee limited
liability company
By: National Nephrology Associates, Inc., a
Delaware corporation, as sole member
By: National Nephrology Associates Management
Company of Texas, Inc., a Texas corporation,
as its general partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President
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DIALYSIS ASSOCIATES MEDICAL SUPPLY, LLC, a
Tennessee limited liability company
By: National Nephrology Associates, Inc., a
Delaware corporation, as sole member
NNA-SAINT BARNABAS, L.L.C., a New Jersey limited
liability company
By: Renex Dialysis Clinic of Woodbury Inc., a
Delaware corporation, as sole member
NNA SAINT BARNABAS - NEWARK, L.L.C., a New Jersey
limited liability company
By: NNA-Saint Barnabas, LLC, a New Jersey limited
liability company, as sole member
NNA OF OKLAHOMA, L.L.C., an Oklahoma limited
liability company
By: NNA of Oklahoma, Inc., a Nevada corporation,
as sole member
NNA OF LOUISIANA, LLC, a Louisiana limited
liability company
By: NNA Management Company of Louisiana, Inc.,
as sole member
DOYLESTOWN ACUTE RENAL SERVICES, L.L.C., a
Pennsylvania limited liability company
By: Renex Dialysis Clinic of Doylestown, Inc., a
Pennsylvania corporation, as sole member
NNA OF NEWARK, L.L.C., a New Jersey limited
liability company
By: Renex Dialysis Clinic of Woodbury, Inc., a New
Jersey corporation, as sole member
NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P., a
Texas limited partnership
By: National Nephrology Associates Management
Company of Texas, Inc., a Texas corporation,
as its general partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President
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