CREDIT AGREEMENT Dated as of May 7, 2010 among C.P. ATLAS ACQUISITION CORP. (to be merged with and into American Renal Holdings Inc.), as the Borrower, C.P. ATLAS INTERMEDIATE HOLDINGS, LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • November 4th, 2010 • American Renal Associates LLC • New York
This CREDIT AGREEMENT (as amended, modified, waived, amended and restated, or otherwise changed, in each case in accordance with the terms hereof, this “Agreement”) is entered into as of May 7, 2010, among C.P. ATLAS ACQUISITION CORP., a Delaware corporation (“MergerCo” or the “Borrower”), which shall be merged with and into AMERICAN RENAL HOLDINGS INC. (the “Company”) on the Closing Date, upon and following which the Borrower shall be the Company, C.P. ATLAS INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMERICAN RENAL HOLDINGS INC., as Issuer and the Guarantors party hereto 8.375% Senior Secured Notes due 2018 INDENTURE Dated as of May 7, 2010 WILMINGTON TRUST FSB, as Trustee and as Collateral AgentIndenture • November 4th, 2010 • American Renal Associates LLC • New York
INDENTURE, dated as of May 7, 2010 (this “Indenture”), among AMERICAN RENAL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), C.P. Atlas Intermediate Holdings, LLC (“Holdings”), certain subsidiaries of the Issuer from time to time parties hereto (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”) and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT by and among American Renal Holdings Inc., Guarantors Party Hereto and Banc of America Securities LLC Barclays Capital Inc. Wells Fargo Securities, LLC, as Representatives of the several Initial Purchasers Dated as of May...Registration Rights Agreement • November 4th, 2010 • American Renal Associates LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2010, by and among American Renal Holdings Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as Representatives of the several initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 8.375% Senior Secured Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2010 • American Renal Associates LLC • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 22, 2010, among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (the “Executive”).
EQUITY CONTRIBUTION, EXCHANGE AND SUBSCRIPTION AGREEMENTEquity Contribution, Exchange and Subscription Agreement • November 4th, 2010 • American Renal Associates LLC • Delaware
WHEREAS, Holdings has entered into the Contribution and Merger Agreement, dated as of March 22, 2010, by and among Holdings, C.P. Atlas Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (“Intermediate Holdings”), C.P. Atlas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Intermediate Holdings (“Merger Sub”), American Renal Holdings, Inc. (the “Company”), certain stockholders of the Company parties thereto and Wachovia Capital Partners GP I, LLC, a Delaware limited liability company (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation, all upon the terms and subject to the conditions set forth therein;
SECURITY AGREEMENT By C.P. ATLAS ACQUISITION CORP. (to be merged with and into AMERICAN RENAL HOLDINGS INC.), as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of May 7, 2010Security Agreement • November 4th, 2010 • American Renal Associates LLC
This SECURITY AGREEMENT dated as of May 7, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof and the Credit Agreement (as defined below), this “Agreement”) made by C.P. ATLAS ACQUISITION CORP., a Delaware corporation (which on the Closing Date shall be merged with and into AMERICAN RENAL HOLDINGS INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower, the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent pursuant to the Credit Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administ
SECURITY AGREEMENT By AMERICAN RENAL HOLDINGS INC., as Issuer and THE GUARANTORS PARTY HERETO and WILMINGTON TRUST FSB, as Collateral Agent Dated as of May 7, 2010Security Agreement • November 4th, 2010 • American Renal Associates LLC • New York
This SECURITY AGREEMENT dated as of May 7, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof and the Indenture (as defined below), this “Agreement”) made by AMERICAN RENAL HOLDINGS INC., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WILMINGTON TRUST FSB, in its capacity as collateral agent pursuant to the Indenture, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
TRANSACTION FEE AND ADVISORY SERVICES AGREEMENTTransaction Fee and Advisory Services Agreement • November 4th, 2010 • American Renal Associates LLC • New York
This TRANSACTION FEE AND ADVISORY SERVICES AGREEMENT is dated as of May 7, 2010 (this “Agreement”) and is by and among C.P. Atlas Holdings, Inc., a Delaware corporation (“Holdings”), C.P. Atlas Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdings (“Intermediate Holdings”), American Renal Holdings Inc., a Delaware corporation (the “Company”) and Centerbridge Advisors, LLC (the “Advisor”).
CONTRIBUTION AND MERGER AGREEMENT DATED AS OF MARCH 22, 2010 BY AND AMONG AMERICAN RENAL HOLDINGS INC., THE ROLLOVER STOCKHOLDERS, WACHOVIA CAPITAL PARTNERS GP I, LLC, AS THE SELLERS’ REPRESENTATIVE, C.P. ATLAS HOLDINGS, INC., C.P. ATLAS INTERMEDIATE...Contribution and Merger Agreement • November 4th, 2010 • American Renal Associates LLC • Delaware
THIS CONTRIBUTION AND MERGER AGREEMENT (“Agreement”) is made as of March 22, 2010 by and among American Renal Holdings Inc., a Delaware corporation (“Company”); C.P. Atlas Holdings, Inc., a Delaware corporation (“Buyer”); C.P. Atlas Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Intermediate Holdings”); C.P. Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdings (“Merger Sub”); the stockholders of Company who are listed on Schedule A attached hereto (the “Rollover Stockholders”); and Wachovia Capital Partners GP I, LLC, a Delaware limited liability company, as Sellers’ Representative.
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • November 4th, 2010 • American Renal Associates LLC • Delaware
The undersigned is executing this Limited Liability Company Agreement (the “Agreement”) as of March 18, 2010, for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”), and does hereby agree as follows:
INTERCREDITOR AGREEMENT dated as of May 7, 2010, among (to be merged with and into AMERICAN RENAL HOLDINGS INC.), the other GRANTORS party hereto, BANK OF AMERICA, N.A., as Credit Agreement Administrative Agent, and WILMINGTON TRUST FSB, as Senior...Intercreditor Agreement • November 4th, 2010 • American Renal Associates LLC • New York
INTERCREDITOR AGREEMENT dated as of May 7, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among C.P. ATLAS ACQUISITION CORP., a Delaware corporation (which on the Closing Date shall be merged with and into AMERICAN RENAL HOLDINGS INC., a Delaware corporation (the “Company”), with the Company surviving such merger as the borrower, the “Borrower”), the other GRANTORS (as defined below) party hereto, BANK OF AMERICA, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity, the “Credit Agreement Administrative Agent”), WILMINGTON TRUST FSB, as collateral agent for the Senior Secured Notes Secured Parties (as defined below) (in such capacity, the “Senior Secured Notes Collateral Agent”) and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class (as defined below).
AKC HOLDING LLC OPERATING AGREEMENTOperating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of AKC Holding LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
GUARANTYGuaranty • November 4th, 2010 • American Renal Associates LLC • New York
Reference is made to that certain Credit Agreement dated as of May 7, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party thereto (the “Lenders”) and the other parties thereto. Capitalized terms used and not defined herein (including, without limitation, the term “Obligations”, as used in Section 1 and elsewhere herein) are used with the meanings assigned to such terms in the Credit Agreement.
ARA-RHODE ISLAND DIALYSIS II LLC Operating Agreement Dated as of March 22, 2004Operating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of ARA-Rhode Island Dialysis II LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
Trademark Security AgreementTrademark Security Agreement • November 4th, 2010 • American Renal Associates LLC • New York
Trademark Security Agreement, dated as of May 7, 2010, by AMERICAN RENAL ASSOCIATES LLC (“Pledgor”), in favor of WILMINGTON TRUST FSB, in its capacity as Collateral Agent pursuant to the Indenture (in such capacity, the “Collateral Agent”).
TEXAS-ARA LLC Operating AgreementOperating Agreement • November 4th, 2010 • American Renal Associates LLC
This Operating Agreement is made and entered into as of the 24th day of April, 2000, by American Renal Associates, Inc. being the sole initial Member of Texas-ARA LLC (the “Company”) and provides as follows:
ACUTE DIALYSIS SERVICES - ARA LLC Operating Agreement Dated as of September 28, 2007Operating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of Acute Dialysis Services — ARA LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN RENAL ASSOCIATES LLC a Delaware limited liability companyLimited Liability Company Agreement • November 4th, 2010 • American Renal Associates LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT is made by American Renal Holdings, Inc., a Delaware corporation, effective on December 31, 2007 (the “Effective Date”). Unless otherwise indicated, capitalized words and phrases in this Limited Liability Company Agreement (this “Agreement”) shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.
AMERICAN RENAL TEXAS L.P. AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • November 4th, 2010 • American Renal Associates LLC • Texas
THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of April 20, 2000 by Texas-ARA LLC, a Delaware limited liability company, as the General Partner (the “General Partner”), and American Renal Associates Inc., a Delaware corporation, as the Limited Partner (the “Limited Partner”; the General Partner and the Limited Partners being herein referred to collectively as the “Partners”).
ARA-BOCA RATON HOLDING LLC Operating Agreement Dated as of October 18, 2004Operating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of ARA-Boca Raton Holding LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
JKC HOLDING LLC OPERATING AGREEMENTOperating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of JKC Holding LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
ARA-OHIO HOLDINGS LLC Operating Agreement Dated as of December 8, 2003Operating Agreement • November 4th, 2010 • American Renal Associates LLC
This OPERATING AGREEMENT of ARA-Ohio Holdings LLC (the “Company”) is being duly executed by American Renal Associates Inc. as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 4th, 2010 • American Renal Associates LLC • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 7, 2010 by and between C.P. Atlas Holdings, Inc., a Delaware corporation (the “Company”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Purchasers”), AFOS Equity LLC (the “McKinsey Purchaser”), Black Diamond Partners LLC, JJ Bark LLC and Tribeca Investments LLC (the “Boxer Purchasers” and, together with the McKinsey Purchaser and the Centerbridge Purchasers, the “Purchasers”).
AMERICAN RENAL MANAGEMENT LLC Operating AgreementOperating Agreement • November 4th, 2010 • American Renal Associates LLC
This Operating Agreement is made and entered into as of the 25th day of January, 2000, by American Renal Associates, Inc. being the sole initial Member of American Renal Management LLC (the “Company”) and provides as follows:
AMERICAN RENAL TEXAS II, L.P. AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • November 4th, 2010 • American Renal Associates LLC • Texas
THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of October 2005, by Texas-ARA LLC, a Delaware limited liability company, as the General Partner (the General Partner), and American Renal Associates Inc., a Delaware corporation, as the Limited Partner (the Limited Partner); the General Partner and the Limited Partner being herein referred to collectively as the Partners).
