ex10-ii.htm


    
      

    

    Exhibit (10) (ii)

     

    
      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:

              	
                /s/
      Stephen W. Everett

              	 
      
	 
      	
                Name:

              	
                Stephen
      W. Everett

              	 
      
	 
      	
                Title:

              	CEO 	 
      


      

       

       

       

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