August 28, 2012Davita Inc • August 28th, 2012 • Services-misc health & allied services, nec
This letter is being furnished to you in connection with the issuance of $1,250,000,000, 5.750% Senior Notes due 2022 under an Indenture dated as of August 28, 2012 (the “Indenture”) among DaVita Inc., as Issuer (the “Issuer”), the Guarantors named therein and the Bank of New York Mellon Trust Company, N.A. as Trustee. Unless otherwise defined below, capitalized terms used in this letter have the meanings set forth in the Indenture.
DAVITA INC., as Issuer, the GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 28, 2012 5.750% Senior Notes due 2022Merger Agreement • August 28th, 2012 • Davita Inc • Services-misc health & allied services, nec • New York
INDENTURE dated as of August 28, 2012 among DAVITA INC., a Delaware corporation (the “Company”), as issuer, and each of the Guarantors named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”).
AMENDMENT No. 2, dated as of August 24, 2012, to the Credit Agreement, dated as of October 20, 2010, among DAVITA INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties...Credit Agreement • August 28th, 2012 • Davita Inc • Services-misc health & allied services, nec • New York
This CREDIT AGREEMENT, dated as of October 20, 2010 (as amended by that certain Increase Joinder Agreement on August 26, 2011, as further amended by Amendment No. 1 on August 14, 20122012, and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DaVita Inc., a Delaware corporation (the “Borrower”), the Guarantors (as defined in Section 1.1) party hereto, the several banks and other financial institutions or entities from time to time lenders under this Agreement by execution hereof or of an Addendum or pursuant to Section 11.19 (the “Lenders”), Credit Suisse AG, Barclays Bank PLC, Goldman Sachs Bank USA and Wells Fargo Bank, National Association, as co-documentation agents (in such capacity, the “Documentation Agents”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.1
ESCROW AGREEMENTEscrow Agreement • August 28th, 2012 • Davita Inc • Services-misc health & allied services, nec • New York
This Agreement is being entered into in connection with (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 20, 2012, by and among the Company, Seismic Acquisition LLC and the other parties signatory thereto, (ii) the Underwriting Agreement (the “Underwriting Agreement”), dated August 14, 2012, among the Company, the guarantors party thereto and J.P. Morgan Securities LLC, as the representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), and (iii) the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the guarantors party thereto and the Trustee governing the Company’s 5.750% Senior Notes due 2022 (the “Notes”).
