EX-10.18.4 SECOND AMENDMENT TO LOAN AGREEMENT

EX-10.18.4 4 g84254exv10w18w4.txt EX-10.18.4 SECOND AMENDMENT TO LOAN AGREEMENT Exhibit 10.18.4 SECOND AMENDMENT THIS SECOND AMENDMENT (this "Amendment") dated as of June 27, 2003 to the Loan Agreement referenced below is by and among Renal Care Group, Inc., a Delaware corporation (the "Borrower"), the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as the Agent for the Lenders (the "Agent"). WITNESSETH WHEREAS, the Borrower, the lenders party thereto (the "Lenders") and the Agent have entered into that certain Loan Agreement (364-Day Facility) dated as of July 1, 2002 as amended or modified from time to time (the "Loan Agreement"); WHEREAS, pursuant to Section 2.14.4(a) of the Loan Agreement, the Borrower has requested that the Lenders extend the Maturity Date from June 30, 2003 to June 29, 2004. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Loan Agreement. 2. Amendment. The definition of "Maturity Date" set forth in Section 1.1 of the Loan Agreement is hereby amended to read as follows: "Maturity Date" means June 29, 2004. 3. Conditions Precedent. This Amendment shall be effective immediately upon receipt by the Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Agent and the Lenders. 4. Representations and Warranties. The Borrower hereby represents and warrants that (a) it has the requisite corporate power and authority to execute, deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by all necessary corporate action to, execute, deliver and perform this Amendment, (c) the representations and warranties contained in Article IV of the Loan Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date), and (d) no Default or Event of Default exists under the Loan Agreement on and as of the date hereof. 5. Acknowledgment and Consent. The Guarantors (a) acknowledge and consent to all of the terms and conditions of this Amendment, (b) affirm all of their obligations under the Loan Documents and (c) agree that this 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. 6. No Other Changes. Except as expressly modified hereby, all of the terms and provisions of the Loan Agreement (including schedules and exhibits thereto) shall remain in full force and effect. 7. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by telecopy by any party hereto shall be effective as such party's original executed counterpart and shall constitute a representation that such party's original executed counterpart will be delivered. 8. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Georgia. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWER: RENAL CARE GROUP, INC., a Delaware CORPORATION By: /s/ R. DIRK ALLISON ----------------------------------- Name: R. Dirk Allison Title: Executive Vice President 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 DIALYSIS MANAGEMENT CORPORATION, a Texas corporation RCG PA MERGER CORP., a Texas corporation By: /s/ R. DIRK ALLISON ----------------------------------- Name: R. Dirk Allison Title: Vice President SECOND AMENDMENT RENAL CARE GROUP, INC STAT DIALYSIS CORPORATION, a Delaware corporation ANGLETON DIALYSIS, INC., a Texas corporation BRAZORIA KIDNEY CENTER, INC., a Texas corporation HONDREN 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 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 WOUND CARE GROUP, INC., a Delaware corporation DIABETES CARE GROUP, INC. a Delaware corporation RENAL CARE GROUP ARIZONA, INC. an Arizona corporation By: /s/ R. DIRK ALLISON ----------------------------------- Name: R. Dirk Allison Title: Vice President SECOND AMENDMENT RENAL CARE GROUP, INC DIALYSIS LICENSING CORP., a Delaware corporation RCGIH, INC. A DELAWARE CORPORATION By: /s/ R. DIRK ALLISON ----------------------------------- Name: R. Dirk Allison Title: President and Treasurer RCG INDIANA, LLC, a Delaware limited liability company By: Renal Care Group, Inc. Its: Member By: /s/ R. DIRK ALLISON ---------------------------- Name: R. Dirk Allison Title: Executive Vice President By: Renal Care Group Arizona, Inc. Its: Member By: /s/ R. DIRK ALLISON ---------------------------- Name: R. Dirk Allison Title: Vice President KIDNEY DISEASE CENTERS OF THE OZARKS, LLC a Missouri limited liability company By: Renal Care Group, Inc. Its: Member By: /s/ R. DIRK ALLISON ---------------------------- Name: R. Dirk Allison Title: Executive Vice President SECOND AMENDMENT RENAL CARE GROUP, INC STUTTGART DIALYSIS, LLC, an Arkansas limited liability company By: Little Rock Dialysis, Inc. Its: Member By: /s/ R. DIRK ALLISON ----------------------------------- Name: R. Dirk Allison Title: Vice President By: Jefferson County Dialysis, Inc. Its: Member By: /s/ R. DIRK ALLISON -------------------------------- Name: R. Dirk Allison Title: Vice President RCG WEST HEALTH SUPPLY, LC, an Arizona limited liability company By: Renal Care Group, Inc. Its: Member By: /s/ R. DIRK ALLISON -------------------------------- Name: R. Dirk Allison Title: Vice President By: Renal Care Group Arizona, Inc. Its: Member By: /s/ R. DIRK ALLISON -------------------------------- Name: R. Dirk Allison Title: Vice President KENTUCKY RENAL CARE GROUP, LLC, a Delaware limited liability company By: /s/ DOUGLAS E. CHAPPELL ------------------------------------ Name: Douglas E. Chappell Title: Vice President RENAL CARE GROUP SOUTHWEST, L.P. a Delaware limited partnership By: Renal Care Group Arizona, Inc., an Arizona corporation Its: General Partner By: /s/ DOUGLAS E. CHAPPELL --------------------------- Name: Douglas E. Chappell Title: Vice President SECOND AMENDMENT RENAL CARE GROUP, INC 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 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 By: /s/ DOUGLAS E. CHAPPELL ------------------------------------ Name: Douglas E. Chappell Title: Vice President RCG FINANCE, INC., a Delaware corporation By: /s/ DAVID DILL ------------------------------------ Name: David Dill Title: President SECOND AMENDMENT RENAL CARE GROUP, INC AGENT: BANK OF AMERICA, N.A., as Agent By: /s/ KRISTINE THENNES ------------------------------------ Name: Kristine Thennes Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ ELIZABETH L. KNOX ------------------------------------ Name: Elizabeth L. Knox Title: SVP WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ CAROLYN L. ASHBY ------------------------------------ Name: Carolyn L. Ashby Title: Vice President SUNTRUST BANK By: /s/ WILLIAM D. PRIESTER ------------------------------------ Name: William D. Priester Title: Director AMSOUTH BANK By: /s/ WILLIAM H. BARELL ------------------------------------ Name: William H. Barell Title: Vice President SECOND AMENDMENT RENAL CARE GROUP, INC