EXHIBIT A
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REVOLVING CREDIT NOTE
$15,000,000
Cleveland, Ohio
October 24, 2005
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
FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000) 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 p