Contract
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of June 13, 2014 among DaVita HealthCare Partners Inc., a Delaware corporation (the “Company”), each of the entities listed on the signature pages hereto under the caption “Current Subsidiary Guarantors” (each, a “Current Guarantor” and, collectively, the “Current Guarantors”), each of the entities listed on the signature pages hereof under the caption “Additional Guarantors” (each, an “Additional Guarantor” and, collectively, the “Additional Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors (as defined in the Indenture referred to below) party thereto and the Trustee have entered into an Indenture dated as of October 20, 2010 (the “Indenture”) relating to the Company’s 63/8% Senior Notes due 2018, as amended by the First Supplemental Indenture thereto, dated as of November 1, 2012 (the “First Supplemental Indenture”);
WHEREAS, on the date hereof, the Company, the Current Guarantors, the Additional Guarantors and the Trustee are entering into an Indenture (the “2024 Indenture”) relating to the Company’s 5.125% Senior Notes due 2024;
WHEREAS, in accordance with Section 4.19 of the Indenture and the other terms thereof, each of the Additional Guarantors is to become a Subsidiary Guarantor (as defined in the Indenture) under the Indenture;
WHEREAS, all acts and requirements necessary to make this Second Supplemental Indenture the legal, valid and binding obligation of the Company, the Current Guarantors and the Additional Guarantors have been done.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. The terms “Second Supplemental Indenture,” “Current Guarantors,” “Additional Guarantors,” “Additional Guarantor” and “Indenture” have the respective meanings set forth in the first paragraph and recitals above. Other capitalized terms used herein have the respective meanings ascribed thereto in the Indenture.
Section 2. Each Additional Guarantor hereby agrees, jointly and severally with all other Guarantors, and fully and unconditionally, to be a Subsidiary Guarantor under the Indenture and to Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the Indenture on a senior basis, in each case on the terms and subject to the conditions set forth in Article Eleven of the Indenture, and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.
Section 3. This Second Supplemental Indenture is an amendment supplemental to the Indenture, and the First Supplemental Indenture, and the Indenture, the First Supplemental Indenture and this Second Supplemental Indenture will henceforth be read together.
Section 4. This Second Supplemental Indenture shall become effective concurrently with the effectiveness of the 2024 Indenture.
Section 5. This Second Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.
Section 6. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 7. The recitals and statements herein are deemed to be those of the Company, the Current Guarantors and the Additional Guarantors and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| DAVITA HEALTHCARE PARTNERS INC. | ||
| By: |
| |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Group Vice President, Finance | |
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| CURRENT GUARANTORS: |
| ALAMOSA DIALYSIS, LLC |
| XXXXXXX COUNTY DIALYSIS FACILITY, INC. |
| CONTINENTAL DIALYSIS CENTER OF SPRINGFIELD-FAIRFAX, INC. |
| CONTINENTAL DIALYSIS CENTER, INC. |
| DAVITA – WEST, LLC |
| DAVITA OF NEW YORK, INC. |
| DAVITA RX, LLC |
| DIALYSIS HOLDINGS, INC. |
| DIALYSIS SPECIALISTS OF DALLAS, INC. |
| DNH MEDICAL MANAGEMENT, INC. (DBA THE CAMDEN GROUP) |
| DNP MANAGEMENT COMPANY, LLC |
| DOWNRIVER CENTERS, INC. |
| DVA HEALTHCARE OF MARYLAND, INC. |
| DVA HEALTHCARE OF MASSACHUSETTS, INC. |
| DVA HEALTHCARE OF PENNSYLVANIA, INC. |
| DVA HEALTHCARE PROCUREMENT SERVICES, INC. |
| DVA HEALTHCARE RENAL CARE, INC. |
| DVA LABORATORY SERVICES, INC. |
| DVA OF NEW YORK, INC. |
| DVA RENAL HEALTHCARE, INC. |
| EAST END DIALYSIS CENTER, INC. |
| ELBERTON DIALYSIS FACILITY, INC. |
| FLAMINGO PARK KIDNEY CENTER, INC. |
| FORT DIALYSIS, LLC |
| FREEHOLD ARTIFICIAL KIDNEY CENTER, L.L.C. |
| GREENSPOINT DIALYSIS, LLC |
| HEALTHCARE PARTNERS ASC-LB, LLC |
| HEALTHCARE PARTNERS HOLDINGS, LLC |
| HEALTHCARE PARTNERS NEVADA, LLC |
| HEALTHCARE PARTNERS SOUTH FLORIDA, LLC |
| HEALTHCARE PARTNERS, LLC |
| HILLS DIALYSIS, LLC |
| HOUSTON KIDNEY CENTER/TOTAL RENAL CARE INTEGRATED SERVICE NETWORK LIMITED PARTNERSHIP |
| JSA CARE PARTNERS, LLC |
| JSA HEALTHCARE CORPORATION |
| JSA HEALTHCARE NEVADA, L.L.C. |
| JSA HOLDINGS, INC. |
| JSA P5 NEVADA, L.L.C. |
| KIDNEY CARE SERVICES, LLC |
| XXXXXXXXXXXXX DIALYSIS, INC. |
| LIBERTY RC, INC. |
| LINCOLN PARK DIALYSIS SERVICES, INC. |
| MAPLE GROVE DIALYSIS, LLC |
| XXXXX-XXXXX DIALYSIS FACILITIES, INC. |
| NEPHROLOGY MEDICAL ASSOCIATES OF GEORGIA, LLC |
| NEPTUNE ARTIFICIAL KIDNEY CENTER, L.L.C. |
| NORTH ATLANTA DIALYSIS CENTER, LLC |
| NORTH COLORADO SPRINGS DIALYSIS, LLC |
| NORTHRIDGE MEDICAL SERVICES GROUP, INC. |
| PALO DIALYSIS, LLC |
| PATIENT PATHWAYS, LLC |
| PHYSICIANS CHOICE DIALYSIS OF ALABAMA, LLC |
| PHYSICIANS CHOICE DIALYSIS, LLC |
| PHYSICIANS DIALYSIS ACQUISITIONS, INC. |
| PHYSICIANS DIALYSIS VENTURES, INC. |
| PHYSICIANS DIALYSIS, INC. |
| PHYSICIANS MANAGEMENT, LLC |
| RENAL LIFE LINK, INC. |
| RENAL TREATMENT CENTERS—CALIFORNIA, INC. |
| RENAL TREATMENT CENTERS—HAWAII, INC. |
| RENAL TREATMENT CENTERS—ILLINOIS, INC. |
| RENAL TREATMENT CENTERS—MID-ATLANTIC, INC. |
| RENAL TREATMENT CENTERS—NORTHEAST, INC. |
| RENAL TREATMENT CENTERS—SOUTHEAST, LP |
| RENAL TREATMENT CENTERS—WEST, INC. |
| RENAL TREATMENT CENTERS, INC |
| RMS LIFELINE, INC. |
| ROCKY MOUNTAIN DIALYSIS SERVICES, LLC |
| SHINING STAR DIALYSIS, INC. |
| XXXXXX XXXX DIALYSIS CENTER, LLC |
| SOUTHWEST ATLANTA DIALYSIS CENTERS, LLC |
| THE DAVITA COLLECTION, INC. |
| THP SERVICES, INC. |
| TOTAL ACUTE KIDNEY CARE, INC. |
| TOTAL RENAL CARE TEXAS LIMITED PARTNERSHIP |
| TOTAL RENAL CARE, INC. |
| TOTAL RENAL LABORATORIES, INC. |
| TOTAL RENAL RESEARCH, INC. |
| TRC—INDIANA, LLC |
| TRC OF NEW YORK, INC. |
| TRC WEST, INC. |
| TREE CITY DIALYSIS, LLC |
| VILLAGEHEALTH DM, LLC |
| By: |
| |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Group Vice President |
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| ADDITIONAL GUARANTORS: | ||
| ABQ HEALTH PARTNERS, LLC | ||
| ARIZONA INTEGRATED PHYSICIANS, INC. | ||
| HEALTHCARE PARTNERS ARIZONA, LLC | ||
| MEDICAL GROUP HOLDING COMPANY, LLC | ||
| LAS VEGAS XXXXXX HOSPICE CARE, LLC | ||
| By: |
| |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Group Vice President | |
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: |
| |
| Name: | ||
| Title: | ||
