EX-10.12.1 INCREMENTAL TERM LOAN AGREEMENT

EX-10.12.1 2 g96578exv10w12w1.txt EX-10.12.1 INCREMENTAL TERM LOAN AGREEMENT EXHIBIT 10.12.1 INCREMENTAL TERM LOAN COMMITMENT AGREEMENT BANK OF AMERICA, N.A. MAY 27, 2005 Renal Care Group, Inc. 2100 West End Avenue, Suite 800 Nashville, Tennessee 37203 Re: Incremental Term Loan Commitment Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of February 10, 2004 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), among Renal Care Group, Inc. (the "Borrower" or "you"), the Guarantors from time to time party thereto, the financial institutions, as lenders (the "Lenders") and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. Each Lender party to this letter agreement (this "Agreement") hereby severally agrees to provide the Incremental Term Loan Commitment set forth opposite its name on Annex I attached hereto (for each such Lender, its "Incremental Term Loan Commitment"). Each Incremental Term Loan Commitment provided pursuant to this Agreement shall be subject to the terms and conditions set forth in the Credit Agreement, including Section 2,01(d) thereof and other restrictions, if any, set forth in Annex I attached hereto. Each Lender party to this Agreement acknowledges and agrees that the Incremental Term Loan Commitment provided pursuant to this Agreement shall constitute an Incremental Term Loan Commitment of such Lender under, and as defined in, the Credit Agreement. The Borrower and each Lender party to this Agreement further agrees that, with respect to the Incremental Term Loan Commitment provided by it pursuant to this Agreement, (a) such Lender shall receive a fee as set forth opposite its name on Annex I hereto, (b) the Applicable Rate with respect to the Incremental Term Loans of such Lender shall be as set forth on Annex I hereto and (c) the scheduled principal payments with respect to such Incremental Term Loans shall be as set forth on Annex I hereto subject to restrictions set forth in Section 2.0l(d) of the Credit Agreement. The Borrower and each Lender party to this Agreement further agrees that with respect to each Incremental Term Loan Commitment provided pursuant to this Agreement, (a) the maturity date of the applicable Incremental Term Loans shall be as set forth on Annex I hereto subject to restrictions set forth in Section 2.01(d) of the Credit Agreement and (b) the applicable Incremental Term Loans shall be subject to the prepayment provisions contained in Section 2.05 of the Credit Agreement. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Loan Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, the fees payable pursuant to the immediately preceding paragraph) required in connection herewith, each Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Loan Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on May 27, 2005. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitment set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, the provisions of the Incremental Term Loan Commitment may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.01 of the Credit Agreement. [the remainder of this page intentionally left blank] INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NORTH CAROLINA. Very truly yours, BANK OF AMERICA, N.A. By /s/ B. Kenneth Burton -------------------------- Name: B. Kenneth Burton, Jr. Title Vice President Agreed and Accepted this 27th day of May, 2005: RENAL CARE GROUP, INC. By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Senior Vice President and Secretary BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Angela Lau --------------------------- Name: Angela Lau Title: Assistant Vice President INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 ACKNOWELDGED AND AGREED: 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 SCOTT 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 STAT DIALYSIS CORPORATION, a Delaware corporation ANGLETON DIALYSIS, INC., a Texas corporation BRAZORIA KIDNEY CENTER, INC., a Texas corporation FONDREN DIALYSIS CLINIC, INC., a Texas corporation WHARTON DIALYSIS, INC., a Texas corporation JEFFERSON COUNTY DIALYSIS, INC., an Arkansas corporation KDCO, INC., a Missouri corporation LAWTON DIALYSIS, INC., an Arkansas corporation INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 LITTLE ROCK DIALYSIS, INC., an Arkansas corporation NORTHWEST DIALYSIS, INC., an Arkansas corporation RENALAB, INC., a Delaware corporation RCG FINANCE, 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 RENAL CARE GROUP NORTHWEST, INC., a Delaware corporation RENALNET, ARIZONA, INC., an Arizona corporation RCG UNIVERSITY DIVISION, INC., a Tennessee corporation R.C.G. 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 KENTUCKY RENAL CARE GROUP, LLC, a Delaware limited liability company INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 NNA OF ALABAMA, INC., an Alabama corporation NNA OF GEORGIA, INC., a Delaware corporation RENEX CORP., a Florida corporation RENEX DIALYSIS CLINIC OF TAMPA, INC., a Florida corporation RENEX MANAGEMENT SERVICES, INC., a Florida corporation DIALYSIS SERVICES OF ATLANTA, INC., a Georgia corporation RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC., a Georgia corporation NNA MANAGEMENT COMPANY OF KENTUCKY, INC. a Kentucky corporation NNA PROPERTIES OF KENTUCKY, INC., a Kentucky corporation NNA MANAGEMENT COMPANY OF LOUISIANA, INC., a Louisiana corporation RENEX DIALYSIS CLINIC OF AMESBURY, INC., a Massachusetts corporation RENEX DIALYSIS CLINIC OF NORTH ANDOVER, INC., a Massachusetts corporation RENEX DIALYSIS FACILITIES, INC., a Mississippi corporation RENEX DIALYSIS CLINIC OF BRIDGETON, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF CREVE COUER, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF ST. LOUIS, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF UNION, INC., a Missouri corporation INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF GREATER, ST. LOUIS, INC., a Missouri corporation NNA OF NEVADA, INC., a Nevada corporation NNA OF OKLAHOMA, INC., a Nevada corporation NNA PROPERTIES OF NEW JERSEY, INC., a New Jersey 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 WOODBURY, INC., a New Jersey corporation RENEX DIALYSIS CLINIC OF TOLEDO, INC., an Ohio corporation RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF PENN HILLS, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF PHILADELPHIA, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF PITTSBURGH, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF SHALER, INC., a Pennsylvania corporation NNA OF RHODE ISLAND, INC., a Rhode Island corporation NATIONAL NEPHROLOGY ASSOCIATES CREDIT CORPORATION, a Tennessee corporation NNA PROPERTIES OF TENNESSEE, INC., a Tennessee corporation NNA TRANSPORTATION SERVICES CORPORATION, a Tennessee corporation INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 RENAL CARE GROUP OF THE SOUTH, INC., a Delaware corporation APHERESIS CARE GROUP, INC., a Delaware corporation DIALYSIS ASSOCIATES, LLC, a Tennessee limited liability company DIALYSIS ASSOCIATES MEDICAL SUPPLY, LLC, a Tennessee limited liability company NNA OF LOUISIANA, LLC, a Louisiana limited liability company NNA OF OKLAHOMA, LLC, an Oklahoma limited liability company NNA OF NEWARK, L.L.C., a New Jersey limited liability company NNA-SAINT BARNABAS, L.L.C., a New Jersey limited liability company NNA-SAINT BARNABAS-LIVINGSTON, L.L.C., a New Jersey limited liability company DOYLESTOWN ACUTE RENAL SERVICES, LLC, a Pennsylvania limited liability company By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 DIALYSIS LICENSING CORP., a Delaware corporation RCGIH, INC., a Delaware corporation By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Assistant Secretary RENAL CARE GROUP SOUTHWEST, L.P., a Delaware limited partnership By: Renal Care Group Arizona, Inc., its sole general partner By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary ARIZONA RENAL INVESTMENTS, LLC, a Delaware limited liability company By: Renal Care Group Arizona, Inc., its sole Member By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary RCG INDIANA, L.L.C., a Delaware limited liability company By: Renal Care Group, Inc., its Manager By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Senior Vice President and Secretary KIDNEY DISEASE CENTERS OF THE OZARKS, L.L.C., a Missouri limited liability company By: Renal Care Group, Inc., its sole Member By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Senior Vice President and Secretary INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 STUTTGART DIALYSIS, LLC, an Arkansas limited liability company By: Renal Care Group, Inc., its sole Member By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Senior Vice President and Secretary RCG WEST HEALTH SUPPLY, L.C., an Arizona limited liability company By: Renal Care Group, Inc., its Manager By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Senior Vice President and Secretary RENAL CARE GROUP TEXAS, L.P., a Delaware limited partnership By: RCG PA Merger Corp., its sole General Partner By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary RENAL CARE GROUP WESTLAKE, LLC, a Delaware limited liability company By: RCG University Division, Inc., its sole member By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 NATIONAL NEPHROLOGY ASSOCIATES, L.P., a Texas limited partnership By: National Nephrology Associates Management of Texas, Inc. its sole General Partner By: /s/ Douglas B. Chappell -------------------------------------- Name: Douglas B. Chappell Title: Vice President and Secretary INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 ANNEX I TO INCREMENTAL TERM LOAN COMMITMENT AGREEMENT A. Commitments:

B. Applicable Rate. The Applicable Rate for the Incremental Term Loan, for any fiscal quarter, shall be the applicable rate per annum set forth in the table below opposite the Consolidated Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) of the Credit Agreement; provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance with Section 7.02(a) of the Credit Agreement, whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. Notwithstanding the foregoing the Applicable Rate in effect from the date of this Incremental Term Loan Commitment Agreement through the first Business Day immediately following the date a Compliance INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005 Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal quarter ending June 30, 2005 shall be based on Pricing Level IV. C. Scheduled Principal Payments The Incremental Term Loan will be subject to quarterly amortization of principal in amounts as set forth below:

INCREMENTAL TERM LOAN COMMITMENT AGREEMENT RENAL CARE GROUP, INC.-MAY 2005