EX-10.12.3 SECOND AMENDMENT TO LOAN AGREEMENT

EX-10.12.3 4 g87511exv10w12w3.txt EX-10.12.3 SECOND AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.12.3 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND CONSENT (MULTI-YEAR FACILITY) THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND CONSENT (this "Second Amendment"), dated as of December 23, 2003, is by and among RENAL CARE GROUP, INC., a Delaware corporation (the "Borrower"), the Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as Agent for the Lenders (in such capacity, the "Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Second Amended and Restated Loan Agreement (Multi-Year Facility) dated as of July 1, 2001 among the Borrower, the Lenders identified therein and the Agent, as amended by that certain First Amendment to Second Amended and Restated Loan Agreement (Multi-Year Facility) dated as of November 1, 2002 and as further amended or modified from time to time (the "Existing Agreement"), the Lenders have extended commitments to make certain credit facilities available to the Borrower; and WHEREAS, the parties hereto have agreed to amend the Existing Agreement as set forth herein; NOW, THEREFORE, in consideration of the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: PART I DEFINITIONS SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Second Amendment, including its preamble and recitals, shall have the following meanings: "Amended Agreement" means the Existing Agreement as amended hereby. "Second Amendment Effective Date" shall have the meaning set forth in Subpart 3.1. SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Second Amendment, including its preamble and recitals, shall have the meanings provided in the Amended Agreement. PART II AMENDMENTS TO EXISTING AGREEMENT Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the Existing Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Agreement shall continue in full force and effect. SUBPART 2.1 Amendment to 6.15. Subclause (c) of Section 6.15 of the Existing Agreement is hereby amended and restated in its entirety to read as follows: (c) so long as no Default or Event of Default exists prior to and after giving effect to such transaction, the Borrower may, from and after November 1, 2002, repurchase shares of its Capital Stock in an amount not to exceed $450,000,000 in the aggregate, PART III CONSENT Pursuant to clause (c) of the definition of Permitted Acquisition in Section 1.1 of the Existing Agreement, the Required Lenders hereby consent to the purchase of substantially all of the assets of Midwest Kidney Centers, LLC, Acute Renal Services, LLC, MKC-Decatur, LLC, Quality Kidney Care, LLC, Kidney Care, LLC, and Midwest Renal Support, LLC for Cash Consideration and non-cash consideration in an aggregate amount not to exceed $55,830,000 provided that such acquisition satisfies all of the other criteria identified in the definition of Permitted Acquisition. PART IV CONDITIONS TO EFFECTIVENESS SUBPART 4.1 Second Amendment Effective Date. This Second Amendment shall become effective (the "Second Amendment Effective Date") when the Agent shall have received counterparts of this Second Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Guarantors, the Agent and the Required Lenders. PART V MISCELLANEOUS SUBPART 5.1 Cross-References. References in this Second Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Second Amendment. 2 SUBPART 5.2 References in Other Loan Documents. At such time as this Second Amendment shall become effective pursuant to the terms of Subpart 4.1, all references in the Existing Agreement to the "Agreement" and all references in the other Loan Documents to the "Agreement" shall be deemed to refer to the Amended Agreement. SUBPART 5.3 Acknowledgment. The Credit Parties acknowledge and confirm (a) that the Agent, on behalf of the Lenders, has a valid and enforceable first priority security interest in the Collateral, (b) that the Borrower's obligation to repay the outstanding principal amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims and (c) that the Agent and the Lenders have performed fully all of their respective obligations under the Existing Agreement and the other Loan Documents. Furthermore, the Guarantors (a) acknowledge and consent to all of the terms and conditions of this Second Amendment, (b) affirm all of their obligations under the Loan Documents and (c) agree that this Second 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. SUBPART 5.4 Representations and Warranties. The Credit Parties hereby represent and warrant that (a) the representations and warranties contained in Article IV of the Amended Agreement are correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein, (b) no Default or Event of Default exists under the Existing Agreement on and as of the date hereof and (c) each Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Second Amendment. SUBPART 5.5 Counterparts. This Second Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Second Amendment shall be effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart will be delivered. SUBPART 5.6 Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA. SUBPART 5.7 Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [The remainder of this page is intentionally left blank.] 3 Each of the parties hereto has caused a counterpart of this Second Amendment to be duly executed and delivered as of the date first above written. BORROWER: RENAL CARE GROUP, INC. a Delaware corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ 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 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 Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group 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., an Arkansas corporation LAWTON 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 Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group 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 RCG SUPPLY COMPANY, a Tennessee corporation RENAL CARE GROUP ALASKA, INC., an Alaska corporation RENAL CARE GROUP SOUTHWEST HOLDINGS, INC., a Texas 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., an Ohio corporation By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group RCG FINANCE, INC., a Delaware corporation By: ______________________________________ Name: ______________________________________ Title: ______________________________________ DIALYSIS LICENSING CORP., a Delaware corporation RCGIH, INC. a Delaware corporation By: ______________________________________ Name: ______________________________________ Title: ______________________________________ RCG INDIANA, LLC, a Delaware limited liability company By: Renal Care Group, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ By: Renal Care Group Arizona, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group KIDNEY DISEASE CENTERS OF THE OZARKS, LLC a Missouri limited liability company By: Renal Care Group, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ STUTTGART DIALYSIS, LLC, an Arkansas limited liability company By: Little Rock Dialysis, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ By: Jefferson County Dialysis, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ RCG WEST HEALTH SUPPLY, LLC, an Arizona limited liability company By: Renal Care Group, Inc. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ By: Renal Care Group Arizona, Inc.. Its: Member By: _________________________________ Name: _________________________________ Title: _________________________________ Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group KENTUCKY RENAL CARE GROUP, LLC, a Delaware limited liability company By: ______________________________________ Name: ______________________________________ Title: ______________________________________ RENAL CARE GROUP SOUTHWEST, L.P. a Delaware limited partnership By: Renal Care Group Arizona, Inc., an Arizona corporation Its: General Partner By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group AGENT: BANK OF AMERICA, N.A., as Agent By: ______________________________________ Name: ______________________________________ Title: ______________________________________ LENDERS: BANK OF AMERICA, N. A., as a Lender By: ______________________________________ Name: ______________________________________ Title: ______________________________________ WELLS FARGO BANK, NATIONAL ASSOCIATION By: ______________________________________ Name: ______________________________________ Title: ______________________________________ SUNTRUST BANK By: ______________________________________ Name: ______________________________________ Title: ______________________________________ AMSOUTH BANK By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Second Amendment to Second Amended and Restated Loan Agreement Renal Care Group