SECOND AMENDMENT
Exhibit 10.18.4
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Amendment") dated as of June 27, 2003 to
the Loan Agreement referenced below is by and among Renal Care Group, Inc., a
Delaware corporation (the "Borrower"), the Lenders identified on the signature
pages hereto and Bank of America, N.A., in its capacity as the Agent for the
Lenders (the "Agent").
WITNESSETH
WHEREAS, the Borrower, the lenders party thereto (the "Lenders") and
the Agent have entered into that certain Loan Agreement (364-Day Facility) dated
as of July 1, 2002 as amended or modified from time to time (the "Loan
Agreement");
WHEREAS, pursuant to Section 2.14.4(a) of the Loan Agreement, the
Borrower has requested that the Lenders extend the Maturity Date from June 30,
2003 to June 29, 2004.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Loan
Agreement.
2. Amendment. The definition of "Maturity Date" set forth in
Section 1.1 of the Loan Agreement is hereby amended to read as follows:
"Maturity Date" means June 29, 2004.
3. Conditions Precedent. This Amendment shall be effective
immediately upon receipt by the Agent of counterparts of this Amendment duly
executed by the Borrower, the Guarantors, the Agent and the Lenders.
4. Representations and Warranties. The Borrower hereby represents
and warrants that (a) it has the requisite corporate power and authority to
execute, deliver and perform this Amendment, (b) it is duly authorized to, and
has been authorized by all necessary corporate action to, execute, deliver and
perform this Amendment, (c) the representations and warranties contained in
Article IV of the Loan Agreement are true and correct in all material respects
on and as of the date hereof as though made on and as of such date (except for
those which expressly relate to an earlier date), and (d) no Default or Event of
Default exists under the Loan Agreement on and as of the date hereof.
5. Acknowledgment and Consent. The Guarantors (a) acknowledge and
consent to all of the terms and conditions of this Amendment, (b) affirm all of
their obligations under the Loan Documents and (c) agree that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge the Guarantors' obligations under the Guaranty Agreement or the other
Loan Documents.
6. No Other Changes. Except as expressly modified hereby, all of
the terms and provisions of the Loan Agreement (including schedules and exhibits
thereto) shall remain in full force and effect.
7. Counterparts; Facsimile. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original and it shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart. Delivery of
an executed counterpart of this Amendment by telecopy by any party hereto shall
be effective as such party's original executed counterpart and shall constitute
a representation that such party's original executed counterpart will be
delivered.
8. Governing Law. This Amendment shall be deemed to be a contract
made under, and for all purposes shall be construed in accordance with, the laws
of the State of Georgia.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: RENAL CARE GROUP, INC.,
a Delaware CORPORATION
By: /s/ R. XXXX XXXXXXX
-----------------------------------
Name: R. Xxxx Xxxxxxx
Title: Executive Vice President
GUARANTORS: RENAL CARE GROUP EAST, INC.,
a Pennsylvania corporation
RENAL CARE GROUP MICHIGAN, INC.,
a Delaware corporation
MICHIGAN HOME DIALYSIS CENTER, INC.,
a Michigan corporation
RENAL CARE GROUP OF THE MIDWEST, INC.,
a Kansas corporation
FOUR STATE REGIONAL DIALYSIS CENTER,
INC., a Missouri corporation
FORT XXXXX REGIONAL DIALYSIS CENTER,
INC., a Missouri corporation
MIAMI REGIONAL DIALYSIS CENTER, INC.,
a Missouri corporation
RCG MISSISSIPPI, INC., a Delaware
corporation
RENAL CARE GROUP OF THE SOUTHEAST, INC.,
a Florida corporation
NORTHEAST ALABAMA KIDNEY CLINIC, INC.,
an Alabama corporation
RENAL CARE GROUP TEXAS, INC.,
a Texas corporation
DIALYSIS MANAGEMENT CORPORATION,
a Texas corporation
RCG PA MERGER CORP.,
a Texas corporation
By: /s/ R. XXXX XXXXXXX
-----------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
SECOND AMENDMENT
RENAL CARE GROUP, INC
STAT DIALYSIS CORPORATION,
a Delaware corporation
ANGLETON DIALYSIS, INC.,
a Texas corporation
BRAZORIA KIDNEY CENTER, INC.,
a Texas corporation
HONDREN DIALYSIS CLINIC, INC.,
a Texas corporation
XXXXXXX DIALYSIS, INC.,
a Texas corporation
JEFFERSON COUNTY DIALYSIS, INC.,
an Arkansas corporation
KDCO, INC.,
a Missouri corporation
XXXXXX DIALYSIS, INC.,
an Arkansas corporation
LITTLE ROCK DIALYSIS, INC.,
an Arkansas corporation
NORTHWEST DIALYSIS, INC.,
an Arkansas corporation
RENALAB, INC.,
a Delaware corporation
RENALPARTNERS: INC.,
a Delaware corporation
RENALNET, INC.,
a Delaware corporation
WOUND CARE GROUP, INC.,
a Delaware corporation
DIABETES CARE GROUP, INC.
a Delaware corporation
RENAL CARE GROUP ARIZONA, INC.
an Arizona corporation
By: /s/ R. XXXX XXXXXXX
-----------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
SECOND AMENDMENT
RENAL CARE GROUP, INC
DIALYSIS LICENSING CORP.,
a Delaware corporation
RCGIH, INC.
A DELAWARE CORPORATION
By: /s/ R. XXXX XXXXXXX
-----------------------------------
Name: R. Xxxx Xxxxxxx
Title: President and Treasurer
RCG INDIANA, LLC,
a Delaware limited liability company
By: Renal Care Group, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
----------------------------
Name: R. Xxxx Xxxxxxx
Title: Executive Vice President
By: Renal Care Group Arizona, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
----------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
KIDNEY DISEASE CENTERS OF THE
OZARKS, LLC
a Missouri limited liability company
By: Renal Care Group, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
----------------------------
Name: R. Xxxx Xxxxxxx
Title: Executive Vice President
SECOND AMENDMENT
RENAL CARE GROUP, INC
STUTTGART DIALYSIS, LLC,
an Arkansas limited liability company
By: Little Rock Dialysis, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
-----------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
By: Jefferson County Dialysis, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
--------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
RCG WEST HEALTH SUPPLY, LC,
an Arizona limited liability company
By: Renal Care Group, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
--------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
By: Renal Care Group Arizona, Inc.
Its: Member
By: /s/ R. XXXX XXXXXXX
--------------------------------
Name: R. Xxxx Xxxxxxx
Title: Vice President
KENTUCKY RENAL CARE GROUP, LLC,
a Delaware limited liability company
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
RENAL CARE GROUP SOUTHWEST, L.P.
a Delaware limited partnership
By: Renal Care Group Arizona, Inc.,
an Arizona corporation
Its: General Partner
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SECOND AMENDMENT
RENAL CARE GROUP, INC
RENAL CARE GROUP NORTHWEST, INC.,
a Delaware corporation
RENALNET, ARIZONA, INC.,
an Arizona corporation
RCG UNIVERSITY DIVISION, INC.
a Tennessee corporation
RCG SUPPLY COMPANY,
a Tennessee corporation
RENAL CARE GROUP ALASKA, INC.,
an Alaska corporation
RENAL CARE GROUP SOUTHWEST
HOLDINGS, INC.,
a Delaware corporation
DIALYSIS CENTERS OF AMERICA
ILLINOIS, INC.,
an Illinois corporation
SSKG, INC.,
an Illinois corporation
RENAL CARE GROUP OHIO, INC.,
a Delaware corporation
PHYSICIANS DIALYSIS COMPANY, INC.,
a Pennsylvania corporation
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
RCG FINANCE, INC.,
a Delaware corporation
By: /s/ XXXXX XXXX
------------------------------------
Name: Xxxxx Xxxx
Title: President
SECOND AMENDMENT
RENAL CARE GROUP, INC
AGENT: BANK OF AMERICA, N.A., as Agent
By: /s/ XXXXXXXX XXXXXXX
------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.
By: /s/ XXXXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: SVP
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
AMSOUTH BANK
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SECOND AMENDMENT
RENAL CARE GROUP, INC
