Amendment No. 5 to Amended and Restated Transfer and Administration Agreement among NMC Funding Corporation, National Medical Care, Inc., Enterprise Funding Corporation, Compass US Acquisition, LLC, Giro Multi-Funding Corporation, Bank Investors, Westdeutsche Landesbank Girozentrale, Bayerische Landesbank, and Bank of America

Contract Categories: Business Operations › Administration Agreements
Summary

This amendment updates the terms of a prior Transfer and Administration Agreement among NMC Funding Corporation, National Medical Care, Inc., several investors, and administrative agents including Bank of America. The changes include extending key dates, adjusting financial limits, updating definitions, and modifying reporting requirements. The amendment becomes effective once all parties sign and certain conditions are met. The agreement governs the transfer and administration of receivables and related financial arrangements among the parties.

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EX-10.8 4 b42238fmex10-8.txt AMENDMENT NO. 15 TO ADMINISTRATION AGREEMENT EXHIBIT 10.8 AMENDMENT NO. 5 Dated as of December 21, 2001 to AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of September 27, 1999 THIS AMENDMENT NO. 5 (this "AMENDMENT") dated as of December 21, 2001 is entered into by and among NMC FUNDING CORPORATION, a Delaware corporation, as Transferor, NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Collection Agent, ENTERPRISE FUNDING CORPORATION, a Delaware corporation ("ENTERPRISE"), as a Conduit Investor, COMPASS US ACQUISITION, LLC, a Delaware limited liability company ("COMPASS"), as a Conduit Investor, GIRO MULTI-FUNDING CORPORATION, a bankruptcy-remote special purpose company incorporated in Delaware ("GMFC"), as a Conduit Investor, the FINANCIAL INSTITUTIONS PARTIES HERETO as Bank Investors, WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH ("WESTLB"), as an Administrative Agent, BAYERISCHE LANDESBANK, NEW YORK BRANCH ("BLB"), as an Administrative Agent and BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as an Administrative Agent and as Agent. PRELIMINARY STATEMENTS A. The Transferor, the Collection Agent, Compass, Enterprise, GMFC, the Bank Investors, WestLB, as an Administrative Agent, BLB, as an Administrative Agent, and Bank of America, as an Administrative Agent and as Agent, are parties to that certain Amended and Restated Transfer and Administration Agreement dated as of September 27, 1999 (as amended or otherwise modified prior to the date hereof, the "TAA"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the TAA. B. The parties hereto have agreed to amend the TAA on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE TAA. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the TAA is amended as follows: 1.1 The definition of "Commitment Termination Date" in Section 1.1 of the TAA is amended to change the date set forth therein from "December 21, 2001" to "October 24, 2002". 1.2 The definition of "Concentration Factor" in Section 1.1 of the TAA is amended to add the following at the end of such definition: "; PROVIDED that (i) for so long as Aetna Inc. is rated at least BBB by Standard & Poor's and at least Baa2 by Moody's, the Concentration Factor for Aetna Inc. shall be 7.5% of the Net Investment outstanding on such date, (ii) for so long as Cigna Corp. is rated at least A by Standard & Poor's and at least A2 by Moody's, the Concentration Factor for Cigna Corp. shall be 10% of the Net Investment outstanding on such date and (iii) for so long as United Healthcare Corporation is rated at least A by Standard & Poor's and at least A2 by Moody's, the Concentration Factor for United Healthcare Corporation shall be 10% of the Net Investment outstanding on such date;" 1.3 The definition of "Eligible Receivable" in Section 1.1 of the TAA is amended to delete clause (iii)(E) set forth therein and to insert the word "and" immediately before clause (iii)(D) thereof. 1.4 The definition of "Facility Limit" in Section 1.1 of the TAA is amended to change the dollar amount set forth therein from "$500,000,000" to "$560,000,000". 1.5 The definition of "Moody's" in Section 1.1 of the TAA is hereby amended in its entirety to read as follows: "MOODY'S" means Moody's Investors Service. 1.6 The definition of "Net Receivables Balance" in Section 1.1 of the TAA is amended and restated in its entirety to read as follows: "NET RECEIVABLES BALANCE" means at any time the Outstanding Balance of the Eligible Receivables at such time reduced, without duplication, by the sum of (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Designated Obligor or class of Designated Obligors exceeds the Concentration Factor for such Designated Obligor or class of Designated Obligors, PLUS (ii) the aggregate Outstanding Balance of all Eligible Receivables which are Defaulted Receivables, PLUS (iii) the excess, if any, of (A) the aggregate Outstanding Balance of all Eligible Receivables of each Obligor referred to in clause (G) of the definition of "Obligor" contained in this Section 1.1, over (B) an amount equal to 5% of the aggregate Outstanding Balance of all Eligible Receivables, PLUS (iv) the aggregate amount by which the Outstanding Balance of all Eligible Receivables originated by any member of the Spectra Renal Management Group exceeds 7.5% of the Net Investment. 1.7 The following definition is added to Section 1.1 of the TAA in appropriate alphabetical order: 2 "RATING AGENCY" means, at any time, Moody's, S&P or any other rating agency chosen by a Conduit Investor or its Related CP Issuer to rate its commercial paper notes at such time. 1.8 The definition of "Related Group Limit" in Section 1.1 of the TAA is amended and restated in its entirety to read as follows: "RELATED GROUP LIMIT" means (i) with respect to the Related Group that includes Enterprise, $220,000,000, (ii) with respect to the Related Group that includes Compass, "$220,000,000 and (iii) with respect to the Related Group that includes GMFC, $120,000,000." 1.9 The definition of "Termination Date" in Section 1.1 of the TAA is amended to change the date set forth in clause (viii) thereof from "December 21, 2001" to "October 24, 2002". 1.10 Clause (i)(z) of the second sentence of Section 2.2(a) of the TAA is amended to replace the dollar amount "$490,000,000" with the dollar amount "$548,800,000". 1.11 Clause (ii) of Section 2.11 of the TAA is amended and restated in its entirety to read as follows: "(ii) a listing by Primary Payor of all Receivables together with an analysis as to the aging of such Receivables as of such last day, but only to the extent the Receivable Systems of the Collection Agent are able to generate such information". 1.12 Clause (iii) of Section 5.1(a) of the TAA is amended by adding the following at the end of such Section immediately before the period: "and (z) such Person has reviewed each Investor Report prepared by the Collection Agent since the end of the last day of the immediately preceding quarterly period of the Transferor's fiscal year and the information upon which each such Investor Report was based and, based on such review, such Person has concluded that (1) the calculation of the Net Receivables Balance (including, without limitation, the calculation of each of the items described in clauses (i) through (iv) of the definition of "Net Receivables Balance") by the Collection Agent in each such Investor Report is accurate and complete in all material respects and (2) each such Investor Report is otherwise accurate and complete in all material respects". 1.13 Schedule II to the TAA is amended in its entirety to read as set forth in the attached Schedule II. 3 1.14 Exhibit E to the TAA is hereby amended and restated in its entirety to read as set forth in New Exhibit E attached hereto. 1.15 Exhibit Q is hereby amended and restated in its entirety to read as set forth in the new Exhibit Q attached hereto. Upon the effectiveness of such amendment and restatement, each of the entities set forth on such new Exhibit Q under the heading "New Transferring Affiliate" (each a "NEW TRANSFERRING AFFILIATE") shall be a Transferring Affiliate under and for purposes of the TAA. SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective and be deemed effective as of the date hereof upon the receipt by the Agent of each of the following: (a) counterparts of this Amendment duly executed by the Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent; (b) a reaffirmation of the Parent Agreement, substantially in the form of Exhibit A attached hereto, duly executed by each of FMC and FMCH; (c) a copy of the resolutions of the Board of Directors of each of the Transferor, the Collection Agent and each New Transferring Affiliate certified by its Secretary approving the execution, delivery and performance by such Person of this Amendment and the other Transaction Documents to be delivered by such Person hereunder or thereunder; (d) the Certificate of Incorporation of each New Transferring Affiliate certified by the Secretary or Assistant Secretary of each New Transferring Affiliate; (e) a Good Standing Certificate for each of the Transferor and each Originating Entity issued by the Secretary of State or other similar official of such Person's jurisdiction of incorporation; (f) a Certificate of Secretary or Assistant Secretary of each of the Transferor, the Collection Agent and each New Transferring Affiliate substantially in the form of Exhibit L to the TAA; (g) for each Originating Entity and the Transferor, copies of proper financing statements, dated a date reasonably near the date hereof naming such Originating Entity or the Transferor, as applicable, as the debtor in favor of the Agent, for the benefit of the Investors, as the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to cause the Agent's undivided percentage interest in all Receivables and the Related Security and Collections 4 relating thereto to be a continuously perfected first priority interest through the Termination Date; (h) an opinion of Douglas G. Kott, Deputy General Counsel for FMCH, NMC and each Transferring Affiliate, acting as counsel to FMCH, the Transferor, the Collection Agent and the Originating Entities, in form and substance satisfactory to each Administrative Agent; (i) an opinion of Dr. Rainer Runte, acting as counsel to FMC, in form and substance satisfactory to each Administrative Agent; (j) an opinion of Arent Fox Kintner Plotkin & Kahn, PLLC, special counsel to FMC, FMCH, the Transferor and the Seller, covering certain bankruptcy and general corporate matters in form and substance satisfactory to each Administrative Agent; (k) an opinion of Arent Fox Kintner Plotkin & Kahn, PLLC, special counsel to the Transferor and the Originating Entities relating to UCC issues, in form and substance satisfactory to each Administrative Agent; (l) Amendment No. 2 to Transferring Affiliate Letter, duly executed and delivered by the Seller and each of the Transferring Affiliates, in the form attached hereto as Exhibit B; (m) Amendment No. 4 to the Parent Agreement, duly executed and delivered by FMC, FMCH and the Transferor, in the form attached as Exhibit C; (n) for each Related Group, an amended and restated Fee Letter, in form and substance satisfactory to the Administrative Agent for such Related Group; (o) confirmation from each Rating Agency that the execution and delivery of this Amendment and the transactions contemplated hereby will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by GMFC or the Related CP Issuer for Compass; and (p) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request. SECTION 3. SUCCESSOR AGENT. Pursuant to Section 9.5 of the TAA, Bank of America hereby notifies each Investor and the Transferor that it shall resign in its capacity as Agent effective as of January 31, 2002 (the "Succession Date"). Effective as of the Succession Date, each Investor hereby appoints WestLB to be the successor Agent and WestLB hereby accepts such appointment. On the Succession Date, WestLB shall succeed to and become vested with all the rights, powers, privileges and duties of the Agent, and Bank of America shall be discharged from its duties and obligations as Agent under the TAA. Notwithstanding the foregoing, the provisions of Article IX of the TAA shall continue to inure to the benefit of Bank 5 of America as to any actions taken or omitted to be taken by it while it was Agent under the TAA. Each of the parties hereto hereby agrees to take such action to reflect the appointment of WestLB as the successor Agent as may be reasonably requested by WestLB. Without limiting the generality of the foregoing, the Collection Agent shall use its best efforts to cause the Concentration Account Bank to execute, on or before the Succession Date, a letter in form and substance reasonably satisfactory to WestLB acknowledging that WestLB has succeeded to all the rights and obligations of the Agent under the Concentration Account Agreement. SECTION 4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR AND THE COLLECTION Agent. 4.1 Upon the effectiveness of this Amendment, each of the Transferor and the Collection Agent hereby reaffirms all covenants, representations and warranties made by it in the TAA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment. 4.2 Each of the Transferor and the Collection Agent hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination Event or Potential Termination Event shall exist under the TAA. SECTION 5. REFERENCE TO AND EFFECT ON THE TAA. 5.1 Upon the effectiveness of this Amendment, each reference in the TAA to "this Agreement," "hereunder," "hereof," "herein," "hereby" or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument and agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby. 5.2 Except as specifically amended hereby, the TAA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 5.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, any Administrative Agent or the Agent under the TAA or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. SECTION 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of 6 which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 8. HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above. NMC FUNDING CORPORATION, as Transferor By: /s/ Marc Lieberman ----------------------------------------------- Name: Marc Lieberman Title: Treasurer NATIONAL MEDICAL CARE, INC., as Collection Agent By: /s/ Marc Lieberman ----------------------------------------------- Name: Marc Lieberman Title: Treasurer ENTERPRISE FUNDING CORPORATION, as a Conduit Investor By: /s/ Tony Wong ----------------------------------------------- Name: Tony Wong Title: Vice President COMPASS US ACQUISITION, LLC, as a Conduit Investor By: /s/ Douglas K. Johnson ----------------------------------------------- Name: Douglas K. Johnson Title: President GIRO MULTI-FUNDING CORPORATION, as a Conduit Investor By: /s/ David O. Taylor ----------------------------------------------- Name: David Taylor Title: Vice President Signature Page to Amendment No. 5 BANK OF AMERICA, N.A., as a Bank Investor, as Administrative Agent and as Agent By: /s/ Brian D. Krum ----------------------------------------------- Name: Brian D. Krum Title: Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as a Bank Investor and as Administrative Agent By: /s/ Christian Brune ----------------------------------------------- Name: Christian Brune Title: Associate Director, Securitization By: /s/ Violet Diamant ----------------------------------------------- Name: Violet Diamant Title: Associate Director, Securitization BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a Bank Investor By: /s/ Hereward Drummond ----------------------------------------------- Name: Hereward Drummond Title: Senior Vice President By: /s/ Wolfgang Kottmann ----------------------------------------------- Name: Wolfgang Kottmann Title: Vice President BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Administrative Agent By: /s/ Alexander Kohnert ----------------------------------------------- Name: Alexander Kohnert Title: First Vice President By: /s/ Lori-ann Wynter ----------------------------------------------- Name: Lori-Ann Wynter Title: Vice President Signature Page to Amendment No. 5 LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, as a Bank Investor By: /s/ MARTIN SCHEELE ----------------------------------------------- Name: Dr. martin Scheele Title: Vice President By: /s/ Jens Doring ----------------------------------------------- Name: Jens Doring Title: Associate Signature Page to Amendment No. 5 EXHIBIT B FORM OF AMENDMENT TO TRANSFERRING AFFILIATE LETTER EXHIBIT C FORM OF AMENDMENT TO PARENT AGREEMENT NEW EXHIBIT E to AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT FORM OF INVESTOR REPORT NEW EXHIBIT Q to AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT LIST OF TRANSFERRING AFFILIATES Chief Executive Office for each 95 Hayden Avenue Transferring Affiliate: Lexington, Massachusetts ###-###-####
STATE OF ORIGINAL TRANSFERRING AFFILIATES INCORPORATION FEIN - -------------------------------- ------------- ---- (before December 21, 2001) Bio-Medical Applications Management Company, Inc. Delaware 22-1946461 Bio-Medical Applications of Aquadilla, Inc. Delaware ###-###-#### Bio-Medical Applications of Alabama, Inc. Delaware ###-###-#### Bio-Medical Applications of Anacostia, Inc. Delaware ###-###-#### Bio-Medical Applications of Arecibo, Inc. Delaware ###-###-#### Bio-Medical Applications of Arizona, Inc. Delaware ###-###-#### Bio-Medical Applications of Arkansas, Inc. Delaware ###-###-#### Bio-Medical Applications of Bayamon, Inc. Delaware ###-###-#### Bio-Medical Applications of Caguas, Inc. Delaware ###-###-#### Bio-Medical Applications of California, Inc. Delaware ###-###-#### Bio-Medical Applications of Camarillo, Inc. Delaware ###-###-#### Bio-Medical Applications of Capitol Hill, Inc. Delaware ###-###-#### Bio-Medical Applications of Carolina, Inc. Delaware ###-###-#### Bio-Medical Applications of Carson, Inc. Delaware ###-###-#### Bio-Medical Applications of Columbia Heights, Inc. Delaware ###-###-#### Bio-Medical Applications of Connecticut, Inc. Delaware ###-###-#### Bio-Medical Applications of Delaware, Inc. Delaware ###-###-#### Bio-Medical Applications of East Orange, Inc. Delaware ###-###-#### Bio-Medical Applications of Eureka, Inc. Delaware ###-###-#### Bio-Medical Applications of Florida, Inc. Delaware ###-###-#### Bio-Medical Applications of Fremont, Inc. Delaware ###-###-#### Bio-Medical Applications of Fresno,lnc. Delaware ###-###-#### Bio-Medical Applications of Georgia, Inc. Delaware ###-###-#### Bio-Medical Applications of Glendora, Inc. Delaware ###-###-#### Bio-Medical Applications of Guayama, Inc. Delaware ###-###-#### Bio-Medical Applications of Hillside, Inc. Delaware ###-###-#### Bio-Medical Applications of Humacao, Inc. Delaware ###-###-####
Bio-Medical Applications of Illinois, Inc. Delaware ###-###-#### Bio-Medical Applications of Indiana, Inc. Delaware ###-###-#### Bio-Medical Applications of Irvington, Inc. Delaware ###-###-#### Bio-Medical Applications of Jersey City, Inc. Delaware ###-###-#### Bio-Medical Applications of Kansas, Inc. Delaware ###-###-#### Bio-Medical Applications of Kentucky, Inc. Delaware ###-###-#### Bio-Medical Applications of Las Americas, Inc. Delaware ###-###-#### Bio-Medical Applications of Long Beach, Inc. Delaware ###-###-#### Bio-Medical Applications of Los Gatos, Inc. Delaware ###-###-#### Bio-Medical Applications of Louisiana, Inc. Delaware ###-###-#### Bio-Medical Applications of Maine, Inc. Delaware ###-###-#### Bio-Medical Applications of Maryland, Inc. Delaware ###-###-#### Bio-Medical Applications of Massachusetts, Inc. Delaware ###-###-#### Bio-Medical Applications of Mayaguez, Inc. Delaware ###-###-#### Bio-Medical Applications of Michigan, Inc. Delaware ###-###-#### Bio-Medical Applications of Minnesota, Inc. Delaware ###-###-#### Bio-Medical Applications of Mission Hills, Inc. Delaware ###-###-#### Bio-Medical Applications of Mississippi, Inc. Delaware ###-###-#### Bio-Medical Applications of Missouri, Inc. Delaware ###-###-#### Bio-Medical Applications of MLK, Inc. Delaware ###-###-#### Bio-Medical Applications of New Hampshire, Inc. Delaware ###-###-#### Bio-Medical Applications of New Jersey, Inc. Delaware ###-###-#### Bio-Medical Applications of New Mexico, Inc. Delaware ###-###-#### Bio-Medical Applications of North Carolina, Inc. Delaware ###-###-#### Bio-Medical Applications of Northeast, D.C., Inc. Delaware ###-###-#### Bio-Medical Applications of Oakland, Inc. Delaware ###-###-#### Bio-Medical Applications of Ohio, Inc. Delaware 04-3110360 Bio-Medical Applications of Oklahoma, Inc. Delaware ###-###-#### Bio-Medical Applications of Pennsylvania, Inc. Delaware ###-###-#### Bio-Medical Applications of Pine Brook, Inc. Delaware ###-###-#### Bio-Medical Applications of Ponce, Inc. Delaware ###-###-#### Bio-Medical Applications of Puerto Rico, Inc. Delaware ###-###-#### Bio-Medical Applications of Rhode Island, Inc. Delaware ###-###-#### Bio-Medical Applications of Rio Piedras, Inc. Delaware ###-###-#### Bio-Medical Applications of San German, Inc. Delaware ###-###-#### Bio-Medical Applications of San Juan, Inc. Delaware ###-###-#### Bio-Medical Applications of South Carolina, Inc. Delaware ###-###-#### Bio-Medical Applications of Southeast Washington, Inc. Delaware ###-###-#### Bio-Medical Applications of Tennessee, Inc. Delaware ###-###-#### Bio-Medical Applications of Texas, Inc. Delaware ###-###-#### Bio-Medical Applications of The District of Columbia, Inc. Delaware ###-###-#### Bio-Medical Applications of Trenton, Inc. Delaware ###-###-#### Bio-Medical Applications of Ukiah, Inc. Delaware ###-###-#### Bio-Medical Applications of Virginia, Inc. Delaware ###-###-#### Bio-Medical Applications of West Virginia, Inc. Delaware ###-###-####
Bio-Medical Applications of Wisconsin, Inc. Delaware ###-###-#### Bio-Medical Applications of Woonsocket, Inc. Delaware ###-###-#### FMC Dialysis Services - Oregon, LLC (f/k/a Willamette Valley Oregon 93-1175031 Kidney Center, LLC) FMC Dialysis Services Colorado, LLC (f/k/a Bio-Medical Applications of Delaware ###-###-#### Colorado, Inc.) Fresenius USA, Inc. Massachusetts ###-###-#### Home Intensive Care, Inc. Delaware 61-0892053 National Medical Care, Inc Delaware ###-###-#### Neomedica, Inc Delaware ###-###-#### San Diego Dialysis Services, Inc. Delaware ###-###-#### Spectra East, Inc. Delaware ###-###-#### Spectra Laboratories, Inc. Nevada ###-###-####
STATE OF NEW TRANSFERRING AFFILIATES INCORPORATION FEIN - -------------------------------- ------------- ---- (added December 21, 2001) Bio-Medical Applications Home Dialysis Services, Inc. Delaware ###-###-#### Bio-Medical Applications of Blue Springs, Inc Delaware ###-###-#### Bio-Medical Applications of Clinton, Inc. Delaware 04-3112273 Bio-Medical Applications of Dover, Inc. Delaware ###-###-#### Bio-Medical Applications of Essex, Inc. Delaware ###-###-#### Bio-Medical Applications of Fayetteville, Inc. Delaware ###-###-#### Bio-Medical Applications of Hoboken, Inc. Delaware ###-###-#### Bio-Medical Applications of Manchester, Inc. Delaware ###-###-#### Bio-Medical Applications of Nevada, Inc Nevada 93-1087002 Bio-Medical Applications of New York, Inc. Delaware ###-###-#### Bio-Medical Applications of San Antonio, Inc. Delaware ###-###-#### Bio-Medical Applications of South Queens, Inc. Delaware ###-###-#### Con-Med Supply Company, Inc. Illinois ###-###-#### Conejo Valley Dialysis, Inc. California ###-###-#### Dialysis America Alabama, LLC Delaware ###-###-#### Dialysis America Georgia, LLC Delaware ###-###-#### Dialysis Associates of Northern New Jersey, LLC New Jersey ###-###-#### Dialysis Services, Inc. Texas ###-###-#### Dialysis Services of Cincinnati, Inc. Ohio 31-1374389 Dialysis Specialists of Topeka, Inc. Kansas 48-1178898 Dialysis Specialists of Tulsa, Inc. Oklahoma 73-1508212 DuPage Dialysis Ltd. Illinois ###-###-#### Everest Healthcare Holdings, Inc. Delaware ###-###-#### Everest Healthcare Indiana, Inc. Indiana ###-###-#### Everest Healthcare Ohio, Inc. Ohio 31-1418495 Everest Healthcare Rhode Island, Inc. Delaware ###-###-#### Everest Healthcare Texas Holding Corp Delaware ###-###-####
Everest Healthcare Texas, LP Delaware ###-###-#### Everest Management, Inc. Delaware ###-###-#### Fresenius Management Services, Inc. Delaware ###-###-#### Fresenius USA Home Dialysis, Inc. Delaware ###-###-#### Fresenius USA Marketing, Inc. Delaware ###-###-#### Fresenius USA of Puerto Rico, Inc. Delaware ###-###-#### Fresenius USA Sales, Inc. Massachusetts ###-###-#### Gulf Region Mobile Dialysis, Inc. Delaware ###-###-#### Haemo-Stat, Inc. California ###-###-#### Home Dialysis of America, Inc. Arizona 86-0711476 Home Dialysis of Muhlenberg County, Inc. Kentucky 61-1262466 Mercy Dialysis Center, Inc. Wisconsin 39-1589773 North Buckner Dialysis Center, Inc. Delaware ###-###-#### Northern New Jersey Dialysis, LLC Delaware ###-###-#### Prime Medical, Inc. Massachusetts ###-###-#### Qualicenters, Inc. Colorado 84-1168893 Renal Scientific Services, Inc. Delaware ###-###-#### Santa Barbara Community Dialysis Center, Inc. California ###-###-#### Terrell Dialysis Center, LLC Delaware ###-###-#### WSKC Dialysis Services, Inc. Illinois ###-###-####
NEW SCHEDULE II to AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT COMMITMENTS OF BANK INVESTORS BANK INVESTOR COMMITMENT - ------------- ---------- Bank of America, N.A. $195,000,000 Westdeutsche Landesbank Girozentrale, New York Branch $170,000,000 Bayerische Landesbank, New York Branch $120,000,000 Landesbank Hessen - Thueringen Girozentrale $75,000,000(1) - -------- (1) Landesbank Hessen - Thueringen Girozentrale is a member of both the Compass and the Enterprise Related Groups. The portion of its Commitment included in the Compass Related Group is $50,000,000. The portion of its Commitment included in the Enterprise Related Group is $25,000,000.