AMENDMENT NO. 1 AND CONSENT NO. 1
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 1 AND CONSENT NO. 1 (this "Amendment"), dated as of August 5, 1998, to the
Amended and Restated Revolving Credit Agreement (the "Revolving Credit Agreement"), dated as of April 30,
1998, by and among TOTAL RENAL CARE HOLDINGS, INC., a Delaware corporation (the "Borrower"),
the lenders party thereto (the "Lenders"), DLJ CAPITAL FUNDING, INC., as Syndication Agent (the
"Syndication Agent"), FIRST UNION NATIONAL BANK, as Documentation Agent, and THE BANK OF
NEW YORK, as administrative agent (in such capacity, the "Administrative Agent").
I. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings
ascribed thereto in the Revolving Credit Agreement.
II. The Borrower has requested that the Administrative Agent and the Lenders agree to amend the Revolving
Credit Agreement upon the terms and conditions contained herein, and the Administrative Agent and the
Required Lenders are willing to so agree.
Accordingly, in consideration of the Recitals and the covenants and conditions hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 4.19 of the Revolving Credit Agreement is amended and restated in its entirety to read as follows:
The facilities operated by the Borrower and its Subsidiaries (the "Facilities") are qualified for participation in the
Medicare and Medicaid programs (together with their respective intermediaries or carriers, the "Government
Reimbursement Programs") and are entitled to reimbursement under the Medicare program for services rendered
to qualified Medicare beneficiaries, and comply in all material respects with the conditions of participation in all
Government Reimbursement Programs. There is no pending or, to Borrower's knowledge, threatened proceeding
or investigation by an