ex10-i.htm


    
      

    

    Exhibit (10) (i)

     

    
      


       

      This
AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as
of November 5, 2008, is entered into by and between DIALYSIS CORPORATION OF
AMERICA, a Florida corporation (herein, together with its successors and
assigns, the “Borrower”), and
KEYBANK NATIONAL ASSOCIATION, a national banking association (herein, together
with its successors and assigns, the “Lender”).

       

      PRELIMINARY
STATEMENTS:

       

      (1)           The
Borrower and the Lender entered into the Credit Agreement, dated as of
October 24, 2005 (as amended, the “Credit Agreement”;
capitalized terms used herein and not defined herein are used herein as defined
in the Credit Agreement).

       

      (2)           The
parties hereto desire to modify certain terms and provisions of the Credit
Agreement.

       

      NOW,
THEREFORE, the parties hereto agree as follows:

       

      SECTION
1. AMENDMENTS.

       

      1.1.           Amended and Restated
Definitions.  The definitions of “Applicable Margin,” “Base
Rate,” “Consolidated EBIT,” “Permitted Acquisition,” “Revolving Commitment
Period” and “Total Commitment Amount” in Section 1.1 of the Credit Agreement are
hereby amended and restated as follows:

       

      “Applicable Margin”
means:

       

      (i)           On
the Fifth Amendment Date and thereafter, until changed in accordance with the
following provisions, the Applicable Margin shall be (A) 300 basis points for
Base Rate Loans, and (B) 300 basis points for LIBOR Loans;

       

      (ii)           Commencing
with the fiscal quarter of Borrower ended on December 31, 2008, and
continuing with each fiscal quarter thereafter, Lender shall determine the
Applicable Margin in accordance with the following matrix, based on the Leverage
Ratio:

       

      
        	
                Leverage
      Ratio

              	
                Applicable
      Margin

                for
      Base Rate Loans

              	
                Applicable
      Margin

                for
      LIBOR Loans

              
	
                Greater
      than or equal to 2.75 to 1.00

              	
                375.00
      bps

              	
                375.00
      bps

              
	
                Greater
      than or equal to 2.00 to 1.00, but less than 2.75 to 1.00

              	
                350.00
      bps

              	
                350.00
      bps

              
	
                Greater
      than or equal to 1.25 to 1.00, but less than 2.00 to 1.00

              	
                325.00
      bps

              	
                325.00
      bps

              
	
                Less
      than 1.25 to 1.00

              	
                300.00
      bps

              	
                300.00
      bps

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)           Changes
in the Applicable Margin based upon changes in the Leverage Ratio shall become
effective on the third Business Day following the receipt by Lender pursuant to
Section 5.3(a)
or Section
5.3(b) of the financial statements of Borrower for its fiscal quarter
most recently ended, accompanied by a Compliance Certificate in accordance with
Section 5.3(c),
demonstrating the computation of the Leverage Ratio.  Notwithstanding
the foregoing provisions, the Applicable Margin shall be the highest number of
basis points indicated therefor in the above matrix, regardless of the Leverage
Ratio at such time, after notice from Lender during any period when (A) Borrower
has failed to deliver timely its consolidated financial statements referred to
in Section
5.3(a) or Section 5.3(b),
accompanied by a Compliance Certificate in accordance with Section 5.3(c), or
(B) an Event of Default has occurred and is continuing.  The above
matrix does not modify or waive, in any respect, the rights of Lender to charge
any default rate of interest or any of the other rights and remedies of Lender
hereunder.

       

      Notwithstanding
the foregoing or anything else in this Agreement to the contrary, to the extent
that any of the information contained in the financial statements required to be
delivered hereunder shall be incorrect in any manner and as a result thereof (or
for any other reason), the Leverage Ratio was determined incorrectly for any
period, then the Lender shall recalculate the Leverage Ratio based upon the
correct information and shall recalculate the Applicable Margin for the relevant
periods and the Borrower shall be required to pay on demand by the Lender any
amounts the Borrower should have paid had the Applicable Margin been calculated
correctly for such periods (or, to the extent that the Borrower has paid any
amounts in excess of the amounts the Borrower should have paid, then the Lender
shall credit such overpayment to the Obligations owing by the Borrower to the
Lender).

       

      “Base Rate” means, for
any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect
on such day (or if such day is not a Business Day, the immediately preceding
Business Day), (ii) 0.50% in excess of the Federal Funds Effective Rate in
effect on such day (or if such day is not a Business Day, the immediately
preceding Business Day) and (iii) the LIBOR Rate for a one month Interest Period
on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%.  Any change in the Base Rate shall be effective
immediately from and after such change in the Base Rate.

       

      “Consolidated EBIT”
means, for any period, on a Consolidated basis in accordance with GAAP, (i)
Consolidated Net Income during such period, plus, (ii) 
without duplication and to the extent deducted in determining such Consolidated
Net Income, (A) income tax expense net of any tax refund during such period, (B)
Consolidated Interest Expense during such period and (C) the amount of any
minority interest expense consisting of Subsidiary income attributable to
minority equity interests of third parties in any non-wholly-owned Subsidiary,
plus
(iii) non-cash, non-recurring expenses during such period, plus
(iv) management fees paid to Borrower during such period, plus (v) net
income of any Person, as determined in accordance with GAAP, in which Borrower
owned a minority, non-Controlling equity interest during such period, minus (vi) to
the extent included in determining such Consolidated Net Income, non-cash, and
non-recurring gains during such period.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Permitted
Acquisition” means any Acquisition to which all of the following
conditions are satisfied:

       

      (i)           such
Acquisition involves a line or lines of business that is or are complementary to
the lines of business in which Borrower and its Subsidiaries, considered as an
entirety, are engaged on the Closing Date;

       

      (ii)           (A)
the Consideration for such Acquisition shall not exceed $3,000,000 or (B) such
Acquisition is otherwise expressly permitted pursuant to Section
6.6(f);

       

      (iii)           Consideration
shall not exceed (A) $12,500,000 in the aggregate for all Acquisitions made
during the period from the Closing Date through the Fifth Amendment Date, (B)
$6,500,000 in the aggregate for all Acquisitions made during the period from the
Fifth Amendment Date through December 31, 2008, and (C) $10,000,000 in the
aggregate for all Acquisitions made on or after January 1, 2009;

       

      (iv)           no
Default or Event of Default shall exist prior to or immediately after giving
effect to such Acquisition;

       

      (v)           Borrower
would, after giving effect to such Acquisition, on a  pro forma basis (as
determined in accordance with subpart (v) below), be in compliance with the
financial covenants contained in Section 6.1;
and

       

      (vi)           at
least five Business Days prior to the consummation of any such Acquisition in
which the Consideration exceeds $2,000,000, Borrower shall have delivered to
Lender (A) a certificate of a Financial Officer demonstrating, in
reasonable detail, the computation of the financial covenants referred to in
Section 6.1 on
a pro forma basis, such
pro forma ratios being
determined as if (y) such Acquisition had been completed at the beginning of the
most recent quarter end for which financial information for Borrower and the
business or Person to be acquired, is available, and (z) any such Indebtedness,
or other Indebtedness incurred to finance such Acquisition, had been outstanding
for such entire fiscal quarter, and (B) historical financial statements
relating to the business or Person to be acquired and such other information as
Lender may reasonably request.

       

      “Revolving Commitment
Period” means the period from the Closing Date to November 4, 2011, or
such earlier date on which the Revolving Commitment has been terminated pursuant
to Article IX.

       

      “Total Commitment
Amount” means the lesser of (i) $25,000,000, and (ii) such lesser amount
as determined pursuant to Section 2.5(b).

       

      1.2.           New
Definition.  Section 1.1 of the Credit Agreement is hereby
amended by inserting the following definition in the appropriate alphabetical
order:

       

      “Fifth Amendment Date”
means November 5, 2008.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.3.           Commitment
Fee.  Section 2.5(a) of the Credit Agreement is hereby amended
and restated as follows:

       

      (a)           Commitment
Fee.  Borrower agrees to pay to Lender, as a consideration for
the Revolving Commitment, a commitment fee (“Commitment Fee”) for
the period from the Closing Date to and including the last day of the Revolving
Commitment Period, computed for each day at a rate per annum equal to (i) for
the period from the Closing Date through the day before the Fifth Amendment
Date, 0.50% or (ii) for the period from the Fifth Amendment Date through the
last day of the Revolving Commitment Period, 0.375% times the Unused
Total Revolving Commitment in effect on such day. The accrued Commitment Fee
shall be payable in arrears on the first Business Day of each December, March,
June and September and on the last day of the Revolving Commitment
Period.

       

      1.4.           Acquisitions.  Section
6.6 of the Credit Agreement is hereby amended by (i) deleting the word
“and” at the end of clause (d) thereof, (ii) replacing the period at the end of
clause (e) thereof with “; and” and inserting the following clause (f) after
clause (e) thereof:

       

      (f)           Borrower
or any Subsidiary may make an Acquisition during the period from the Fifth
Amendment Date through December 31, 2008, so long as all conditions set forth in
the definition of “Permitted Acquisition” (other than clause (ii) thereof) are
satisfied in respect of such Acquisition, the aggregate consideration paid by
Borrower and/or any Subsidiary for such Acquisition is acceptable to the Lender,
and the purchase agreement and all related documentation executed in connection
with such Acquisition are, in each case, in form and substance satisfactory to
the Lender.

       

      1.5.           Revolving Credit
Note.  The Credit Agreement is hereby amended to delete Exhibit A (Revolving
Credit Note) therefrom in its entirety and to insert in place thereof a new
Exhibit A in
the form attached hereto as Exhibit
A.

       

      SECTION
2. REPRESENTATIONS AND WARRANTIES.  The Borrower represents and
warrants to the Lender as follows:

       

      2.1.           Authorization, Validity and
Binding Effect.  This Amendment has been duly authorized by all
necessary corporate action on the part of the Borrower, has been duly executed
and delivered by a duly authorized officer or officers of the Borrower, and
constitutes the valid and binding agreement of the Borrower, enforceable against
the Borrower in accordance with its terms.

       

      2.2.           Representations and
Warranties True and Correct.  The representations and
warranties of the Borrower contained in the Credit Agreement, as amended hereby,
are true and correct on and as of the date hereof as though made on and as of
the date hereof, except to the extent that such representations and warranties
expressly relate to a specified date, in which case such representations and
warranties are hereby reaffirmed as true and correct when made.

       

      2.3.           No Event of
Default.  After giving effect to this Amendment, no condition
or event has occurred or exists that constitutes or that, after notice or lapse
of time or both, would constitute a Default or an Event of Default.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.4.           No
Claims.  The Borrower is not aware of any claim or offset
against, or defense or counterclaim to, any of its obligations or liabilities
under the Credit Agreement or any other Credit Document.

       

      SECTION
3. RATIFICATIONS.  Except as expressly modified and superseded by
this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect.

       

      SECTION
4. CONDITIONS PRECEDENT.  The amendments set forth in
Section 1 hereof shall become effective as of the date first written above
if on or before the date hereof, the following conditions have been
satisfied:

       

      (a)           this
Amendment shall have been executed by the Borrower and the Lender, and
counterparts hereof as so executed shall have been delivered to the
Lender;

       

      (b)           the
Borrower shall have executed and delivered to the Lender a new Revolving Credit
Note in the form attached hereto as Exhibit
A;

       

      (c)           the
Borrower shall have caused each Guarantor to consent and agree to and
acknowledge the terms of this Amendment by executing a Guarantor Acknowledgment
and Agreement substantially similar to the form attached hereto as Exhibit
B;

       

      (d)           the
Borrower shall have delivered to the Lender (a) a certificate of each Credit
Party, dated the Fifth Amendment Date and executed by its Secretary or Assistant
Secretary, which shall (i) certify the resolutions of its Board of Directors,
members or other body authorizing the execution, delivery and performance of
this Amendment and the Loan Documents to which it is or may become a party, (ii)
identify by name and title and bear the signatures of the Financial Officers and
any other officers of such Credit Party authorized to sign the Loan Documents to
which it is or may become a party, and (iii) contain appropriate attachments,
including the certificate or articles of incorporation or organization of each
Credit Party (which, with respect to the Borrower, shall be certified by the
relevant authority of the State of Florida) and a true and correct copy of such
Credit Party’s bylaws or operating, management or partnership agreement, and (b)
a good standing certificate for each Credit Party (excluding the Credit Parties
identified on Schedule
1 attached hereto) from such Credit Party’s jurisdiction of
organization;

       

      (e)           the
Lender shall have received a certificate, signed by a Financial Officer of
Borrower and each other Credit Party, on the date hereof (i) stating that no
Default or Event of Default has occurred or will occur as a result of the making
of any Loan by the Lender, and (ii) stating that the representations and
warranties contained in Article VII of the
Credit Agreement are true and correct in all material respects (except for any
such representation or warranty that contains any materiality qualifier, which
representation or warranty is true and correct in all respects) on and as of the
date hereof as though made on and as of the date hereof, except to the extent
that such representations and warranties expressly relate to a specified date,
in which case such representations and warranties are hereby reaffirmed as true
and correct on such date;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (f)           the
Borrower shall have delivered to the Lender such opinions of counsel from
counsel to each Credit Party as the Lender shall request, each of which shall be
addressed to the Lender and dated the date hereof and in form and substance
satisfactory to the Lender;

       

      (g)           the
Lender shall have received the results of UCC and other search reports in
respect of each of the Companies from one or more commercial search firms
acceptable to the Lender, listing all of the effective financing statements
filed against any Company, together with copies of such financing statements;
provided that such financing statements shall not reveal a Lien on any of the
assets of any of the Companies, except for Liens permitted by Section 6.3 of the
Credit Agreement;

       

      (h)           the
Borrower shall have paid to the Lender the fees set forth in the letter dated
October 29, 2008, from the Lender to the Borrower;

       

      (i)           the
Borrower shall have paid all legal fees and expenses of counsel to the Lender to
the extent invoiced on or prior to the date hereof; and

       

      (j)           the
Borrower shall have provided such other items and shall have satisfied such
other conditions as may be reasonably required by the Lender.

       

      SECTION
5. CONDITIONS SUBSEQUENT.  The Borrower shall provide to the
Lender, on or before November 30, 2008, a good standing certificate for each
Credit Party identified on Schedule 1 attached hereto from such Credit Party’s
jurisdiction of organization.  Failure to provide a valid good
standing certificate for each such Credit Party on or before November 30, 2008
shall constitute an Event of Default under the Credit Agreement.

       

      SECTION
6.  MISCELLANEOUS.

       

      6.1.           Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the Borrower and the Lender and their respective successors and
assigns.

       

      6.2.           Survival of Representations
and Warranties.  All representations and warranties made in
this Amendment shall survive the execution and delivery of this Amendment, and
no investigation by the Lender or any subsequent Loan shall affect the
representations and warranties or the right of the Lender to rely upon
them.

       

      6.3.           Reference to Credit
Agreement.  The Credit Agreement and any and all other
agreements, instruments or documentation now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference therein to the Credit Agreement shall mean a
reference to the Credit Agreement as amended hereby.

       

      6.4.           Expenses.  As
provided in the Credit Agreement, but without limiting any terms or provisions
thereof, the Borrower agrees to pay on demand all costs and expenses incurred by
the Lender in connection with the preparation, negotiation, and execution of
this Amendment, including without limitation the costs and fees of the Lender’s
special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all costs and expenses incurred by the
Lender in connection with the enforcement or preservation of any rights under
the Credit Agreement, as amended hereby.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      6.5.           Severability.  Any
term or provision of this Amendment held by a court of competent jurisdiction to
be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the term or provision so
held to be invalid or unenforceable.

       

      6.6.           Applicable
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to principles of
conflicts of laws.

       

      6.7.           Headings.  The
headings, captions and arrangements used in this Amendment are for convenience
only and shall not affect the interpretation of this Amendment.

       

      6.8.           Entire
Agreement.  This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.

       

      6.9.           Waiver of
Claims.  The Borrower, by signing below, hereby waives and
releases the Lender and its directors, officers, employees, attorneys,
affiliates and subsidiaries from any and all claims, offsets, defenses and
counterclaims of which Borrower is aware, such waiver and release being with
full knowledge and understanding of the circumstances and effect thereof and
after having consulted legal counsel with respect thereto.

       

      6.10.         Counterparts.  This
Amendment may be executed by the parties hereto separately in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement. Transmission by a party to another party (or its counsel) via
facsimile or electronic mail of a copy of this Amendment (or a signature page of
this Amendment) shall be as fully effective as delivery by such transmitting
party to the other parties hereto of a counterpart of this Amendment that had
been manually signed by such transmitting party.

       

      6.11.         JURY TRIAL
WAIVER.  THE BORROWER AND THE LENDER EACH WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, BETWEEN THE BORROWER AND THE LENDER, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, THE NOTE
OR OTHER RELATED WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

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          8

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the
date first above written.

       

      


      
        	 
      	BORROWER:	 
      
	 
      	DIALYSIS
      CORPORATION OF AMERICA
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Stephen W. Everett

              	 
      
	 
      	
                Name:

              	
                Stephen
      W. Everett

              	 
      
	 
      	
                Title:

              	
                President
      and Chief Executive Officer

              
	 
      	 
      	
                 
      

              	 
      
	 
      	LENDER:	 
      
	 
      	 
      	 
      	 
      
	 
      	KEYBANK
      NATIONAL ASSOCIATION
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/  Sukanya
      V. Raj

              	 
      
	 
      	
                Name:

              	
                Sukanya
      V. Raj

              	 
      
	 
      	
                Title:

              	
                Vice
      President

              	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

      


      REVOLVING
CREDIT NOTE

       

      
        	
                $25,000,000

              	
                Cleveland,
      Ohio

              


      

      November
5, 2008

       

      FOR VALUE
RECEIVED, the undersigned, DIALYSIS CORPORATION OF AMERICA, a Florida
corporation (“Borrower”), hereby
promises to pay, on the last day of the Revolving Commitment Period, as defined
in the Credit Agreement (as hereinafter defined), to the order of KEYBANK
NATIONAL ASSOCIATION (“Lender”) at 127
Public Square, Cleveland, Ohio 44114, or at such other place as Lender shall
designate, the principal sum of TWENTY FIVE MILLION AND 00/100 DOLLARS
($25,000,000) or the aggregate unpaid principal amount of all Revolving Loans
made by Lender to Borrower pursuant to Section 2.1 of the
Credit Agreement, whichever is less, in lawful money of the United States of
America.  As used herein, “Credit Agreement”
means the Credit Agreement, dated as of October 24, 2005, between Borrower and
Lender, as the same may from time to time be amended, restated or otherwise
modified.  Capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreement.

       

      Borrower
also promises to pay interest on the unpaid principal amount of each Revolving
Loan from time to time outstanding, from the date of such Revolving Loan until
the payment in full thereof, at the rates per annum which shall be determined in
accordance with the provisions of Section 2.1 of the
Credit Agreement.  Such interest shall be payable on each date
provided for in Section 2.1; provided, however, that
interest on any principal portion which is not paid when due shall be payable on
demand.

       

      The
portions of the principal sum hereof from time to time representing Base Rate
Loans and LIBOR Loans, and payments of principal of any thereof, shall be shown
on the records of Lender by such method as Lender may generally employ; provided, however, that
failure to make any such entry shall in no way detract from Borrower’s
obligations under this Note.

       

      If this
Note shall not be paid at maturity, whether such maturity occurs by reason of
lapse of time or by operation of any provision for acceleration of maturity
contained in the Credit Agreement, the principal hereof, and the unpaid interest
thereon, shall bear interest, until paid, at a rate per annum equal to the
Default Rate. All payments of principal of, and interest on, this Note shall be
made in immediately available funds denominated in United States
dollars.

       

      This Note
is the Revolving Credit Note referred to in the Credit Agreement. Reference is
made to the Credit Agreement for a description of the right of the undersigned
to anticipate payments hereof, the right of the holder hereof to declare this
Note due prior to its stated maturity, and other terms and conditions upon which
this Note is issued.

       

      This Note
is governed by the laws of the State of Ohio, without regard to principles of
conflicts of laws.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Except as
expressly provided in the Credit Agreement, Borrower expressly waives
presentment, demand, protest and notice of any kind.

       

      BORROWER
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BORROWER AND LENDER, ARISING
OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE CREDIT AGREEMENT, OR
ANY OTHER RELATED WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO.

       

      IN
WITNESS WHEREOF, Borrower has executed this Revolving Credit Note as of the date
first written above.

       

      
        	 
      	
                DIALYSIS
      CORPORATION OF AMERICA

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	
                Title:

              	 
      	 
      


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

       

      GUARANTOR
ACKNOWLEDGMENT AND AGREEMENT

       

      Each of
the undersigned consents and agrees to and acknowledges the terms of the
foregoing Amendment No. 5 to Credit Agreement, dated as of November 5, 2008.
Each of the undersigned specifically acknowledges the terms of and consent to
the waivers set forth therein.  Each of the undersigned further agrees
that the obligations of each of the undersigned pursuant to the Closing Date
Guaranty executed by each of the undersigned shall remain in full force and
effect and be unaffected hereby.

       

      Each of
the undersigned, by signing below, hereby waives and releases the Lender and its
respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of
which any of the undersigned is aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after
having consulted legal counsel with respect thereto.

       

      EACH OF
THE UNDERSIGNED WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THE
UNDERSIGNED, THE BORROWER AND/OR THE LENDER, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTE OR OTHER RELATED
WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.

       

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      IN
WITNESS WHEREOF, each of the undersigned has duly executed and delivered this
Guarantor Acknowledgement and Agreement as of the date first written
above.

       

      
        	 
      	
                DCA
      of Adel, LLC

              	 
	 
      	
                DCA
      of Aiken, LLC

              	 
	 
      	
                DCA
      of Barnwell, LLC

              	 
	 
      	
                DCA
      of Calhoun, LLC

              	 
	 
      	
                DCA
      of Camp Hill, LLC

              	 
	 
      	
                DCA
      of Central Valdosta, LLC

              	 
	 
      	
                DCA
      of Chesapeake, LLC

              	 
	 
      	
                DCA
      of Columbus, LLC

              	 
	 
      	
                DCA
      of Dalton, LLC

              	 
	 
      	
                DCA
      of Edgefield, LLC

              	 
	 
      	
                DCA
      of Fitzgerald, LLC

              	 
	 
      	
                DCA
      of Lemoyne, Inc.

              	 
	 
      	
                DCA
      of Manahawkin, Inc.

              	 
	 
      	
                DCA
      of Mechanicsburg, LLC

              	 
	 
      	
                DCA
      of North Baltimore, LLC

              	 
	 
      	
                DCA
      of Norwood, LLC

              	 
	 
      	
                DCA
      of Rockville, LLC

              	 
	 
      	
                DCA
      of Royston, LLC

              	 
	 
      	
                DCA
      of Selinsgrove, LLC

              	 
	 
      	
                DCA
      of So. Ga., LLC

              	 
	 
      	
                DCA
      of South Aiken, LLC

              	 
	 
      	
                DCA
      of Warsaw, LLC

              	 
	 
      	
                DCA
      of Wellsboro, Inc.

              	 
	 
      	
                Keystone
      Kidney Care, Inc.

              	 
	 
      	
                York
      Realty Managers, LLC

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	 
      	 
	 
      	
                Name:

              	
                Stephen
      W. Everett

              	 
	 
      	
                Title:

              	
                President
      of each of the foregoing Guarantors

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      Schedule
1

      


      


      
        	
                1.

              	
                DCA
      of Aiken, LLC

              
	
                2.

              	
                DCA
      of Barnwell, LLC

              
	
                3.

              	
                DCA
      of Camp Hill, LLC

              
	
                4.

              	
                DCA
      of Columbus, LLC

              
	
                5.

              	
                DCA
      of Dalton, LLC

              
	
                6.

              	
                DCA
      of Edgefield, LLC

              
	
                7.

              	
                DCA
      of Lemoyne, Inc.

              
	
                8.

              	
                DCA
      of Mechanicsburg, LLC

              
	
                9.

              	
                DCA
      of Norwood, LLC

              
	
                10.

              	
                DCA
      of Selinsgrove, LLC

              
	
                11.

              	
                DCA
      of South Aiken, LLC

              
	
                12.

              	
                DCA
      of Warsaw, LLC

              
	
                13.

              	
                DCA
      of Wellsboro, Inc.

              
	
                14.

              	
                Keystone
      Kidney Care, Inc.

              
	
                15.

              	
                York
      Realty Managers, LLC

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


        
          

        

        

      

       

      DIALYSIS
CORPORATION OF AMERICA

      as the Borrower,

       

      and

       

      KEYBANK
NATIONAL ASSOCIATION,

      as
the Lender

       

      _____________________

       

      AMENDMENT
NO. 5

      to

      CREDIT
AGREEMENT

      dated as
of

      November
5, 2008

      _____________________