EX-4.2 FIRST SUPPLEMENTAL INDENTURE DATED 04/02/04

EX-4.2 5 g88463exv4w2.txt EX-4.2 FIRST SUPPLEMENTAL INDENTURE DATED 04/02/04 EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture (this "Supplemental Indenture"), dated as of April 2, 2004, among Renal Care Group, Inc., a Delaware corporation (the "Surviving Entity"), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., successor in interest to Wells Fargo Bank Minnesota, N.A., as trustee, under the Indenture referred to below (the "Trustee"). WITNESSETH WHEREAS, National Nephrology Associates, Inc., a Delaware corporation (the "Company"), has heretofore executed, and delivered to the Trustee an indenture (the "Indenture"), dated as of October 22, 2003 providing for the issuance of the Company's 9% Senior Subordinated Notes due 2011 (the "Notes"); WHEREAS, as of April 2, 2004, the Company merged with and into the Surviving Entity through the following related transactions (collectively, the "Merger"): (1) the merger of Titan Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Surviving Entity, with and into the Company, with the Company as the surviving corporation of the merger, and (2) the merger of the Company with and into the Surviving Company, with the Surviving Company as the surviving corporation of the merger; WHEREAS, in accordance with Section 5.01 of the Indenture, the Surviving Entity desires to execute this Supplemental Indenture in order to evidence the Surviving Entity's assumption of the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement in connection with the Merger; WHEREAS, each Guarantor desires by this Supplemental Indenture to confirm that its Guarantee applies to the Surviving Entity's obligations under the Notes, the Indenture and the Registration Rights Agreement; and WHEREAS, all acts and things necessary have been done to make this Supplemental Indenture a valid agreement and supplemental to the Indenture in accordance with its terms. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Surviving Entity, each of the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Assumption of Obligations of the Company. The Surviving Entity hereby assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement. -1- 3. Application of Guarantor's Guarantees to Surviving Entity's Obligations. Each Guarantor hereby confirms that its Guarantee applies to the Surviving Entity's obligations under the Notes, the Indenture and the Registration Rights Agreement. 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 7. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] -2- IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: April 2, 2004 SURVIVING ENTITY: RENAL CARE GROUP, INC. By: /s/ David M. Dill ----------------------------------------------------- Name: David M. Dill ----------------------------------------------------- Title: Executive Vice President and Chief Financial Officer ---------------------------------------------------- TRUSTEE: WELLS FARGO BANK, N.A., successor in interest to WELLS FARGO BANK MINNESOTA, N.A., as Trustee By: /s/ Michael T. Lechner ----------------------------------------------------- Name: Michael T. Lechner ----------------------------------------------------- Title: Assistant Vice President ---------------------------------------------------- GUARANTORS: NNA OF OKLAHOMA, INC., a Nevada corporation NNA OF GEORGIA, INC., a Delaware corporation NNA OF ALABAMA, INC., an Alabama corporation NNA MANAGEMENT COMPANY OF KENTUCKY, INC., a Kentucky corporation By: National Nephrology Associates Management Company of Texas, Inc., a Texas corporation, as its general partner By: /s/ David M. Dill ------------------------------------------------------- Name: David M. Dill ----------------------------------------------------- Title: Vice President ---------------------------------------------------- NATIONAL NEPHROLOGY ASSOCIATES MANAGEMENT COMPANY OF TEXAS, INC., a Texas corporation NNA OF NEVADA, INC., a Nevada corporation NATIONAL NEPHROLOGY ASSOCIATES CREDIT CORPORATION, a Tennessee corporation NNA OF TOLEDO, INC., an Ohio corporation NNA OF RHODE ISLAND, INC., a Rhode Island corporation NNA PROPERTIES OF NEW JERSEY, INC., a New Jersey corporation NNA MANAGEMENT COMPANY OF LOUISIANA, INC., a Louisiana corporation RENEX CORP., a Florida corporation RENEX MANAGEMENT SERVICES, INC., a Florida corporation DIALYSIS SERVICES OF ATLANTA, INC., a Georgia corporation RENEX DIALYSIS CLINIC OF PENN HILLS, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF SHALER, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF DOYLESTOWN, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF AMESBURY, INC., a Massachusetts corporation RENEX DIALYSIS CLINIC OF NORTH ANDOVER, INC., a Massachusetts corporation RENEX DIALYSIS CLINIC OF SOUTH GEORGIA, INC., a Georgia corporation RENEX DIALYSIS CLINIC OF CREVE COUER, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF ST. LOUIS, INC., a Missouri corporation By: National Nephrology Associates Management Company of Texas, Inc., a Texas corporation, as its general partner By: /s/ David M. Dill ----------------------------------------------- Name: David M. Dill --------------------------------------------- Title: Vice President -------------------------------------------- RENEX DIALYSIS CLINIC OF BRIDGETON, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF UNION, INC., a Missouri corporation RENEX DIALYSIS HOMECARE OF GREATER ST. LOUIS, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF MAPLEWOOD, INC., a Missouri corporation RENEX DIALYSIS CLINIC OF UNIVERSITY CITY, INC., a Missouri corporation RENEX DIALYSIS FACILITIES, INC., a Mississippi 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 PHILADELPHIA, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF PITTSBURGH, INC., a Pennsylvania corporation RENEX DIALYSIS CLINIC OF WOODBURY, INC., a New Jersey corporation RENEX DIALYSIS CLINIC OF TAMPA, INC., a Florida corporation DIALYSIS ASSOCIATES, LLC, a Tennessee limited liability company By: National Nephrology Associates, Inc., a Delaware corporation, as sole member By: National Nephrology Associates Management Company of Texas, Inc., a Texas corporation, as its general partner By: /s/ David M. Dill ----------------------------------------------- Name: David M. Dill --------------------------------------------- Title: Vice President -------------------------------------------- DIALYSIS ASSOCIATES MEDICAL SUPPLY, LLC, a Tennessee limited liability company By: National Nephrology Associates, Inc., a Delaware corporation, as sole member NNA-SAINT BARNABAS, L.L.C., a New Jersey limited liability company By: Renex Dialysis Clinic of Woodbury Inc., a Delaware corporation, as sole member NNA SAINT BARNABAS - NEWARK, L.L.C., a New Jersey limited liability company By: NNA-Saint Barnabas, LLC, a New Jersey limited liability company, as sole member NNA OF OKLAHOMA, L.L.C., an Oklahoma limited liability company By: NNA of Oklahoma, Inc., a Nevada corporation, as sole member NNA OF LOUISIANA, LLC, a Louisiana limited liability company By: NNA Management Company of Louisiana, Inc., as sole member DOYLESTOWN ACUTE RENAL SERVICES, L.L.C., a Pennsylvania limited liability company By: Renex Dialysis Clinic of Doylestown, Inc., a Pennsylvania corporation, as sole member NNA OF NEWARK, L.L.C., a New Jersey limited liability company By: Renex Dialysis Clinic of Woodbury, Inc., a New Jersey corporation, as sole member NATIONAL NEPHROLOGY ASSOCIATES OF TEXAS, L.P., a Texas limited partnership By: National Nephrology Associates Management Company of Texas, Inc., a Texas corporation, as its general partner By: /s/ David M. Dill ----------------------------------------------- Name: David M. Dill --------------------------------------------- Title: Vice President --------------------------------------------