AMENDMENT NO. 5 AND CONSENT
TO AND UNDER
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 5 AND CONSENT (this "Amendment"), dated as of February 18, 2000, to and under
the Amended and Restated Revolving Credit Agreement, as amended by Amendment No. 1 and Consent No. 1,
dated as of August 5, 1998, Amendment No. 2, dated as of November 12, 1998, Amendment No. 3 and
Waiver, dated as of August 9, 1999, and Amendment No. 4 and Waiver ("Amendment No. 4"), dated as of
November 8, 1999 (as so amended, (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, 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 Required Lenders consent to the sale of (i)
three certain renal treatment centers listed on Schedule 1 attached hereto, the consideration of which equals
approximately $10,100,000 in cash plus the forgiveness of $3,000,000 in deferred purchase obligations (the
"Forgiven Deferred Purchase Obligations") (the "Renal Asset Sale"), (ii) the Borrower's pharmacy operations, the
consideration of which approximately $3,400,000 (the "Pharmacy Asset Sale"), and (iii) certain other assets, the
consideration of which shall not exceed $10,000,000 (the "Future Asset Sales"), and together with the Renal
Asset Sale and the Pharmacy Asset Sale, (the "Permitted Asset Sales") upon the terms and conditions contained
herein, and the Administrative Agent and the Required Lenders are willing so to do.
III. Pursuant to Amendment No. 4, the total consideration for all Pe