AMENDMENT NO. 3 Dated as of March 13, 2020 to SEVENTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 24, 2014
EXECUTION VERSION
AMENDMENT NO. 3
Dated as of March 13, 2020
to
SEVENTH AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
Dated as of November 24, 2014
THIS AMENDMENT NO. 3 (this “Amendment”) dated as of March 13, 2020 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto and (iv) THE BANK OF NOVA SCOTIA, as agent (the “Agent”).
PRELIMINARY STATEMENTS
A. The Transferor, the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and the Agent are parties to that certain Seventh Amended and Restated Transfer and Administration Agreement dated as of November 24, 2014 (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. In addition, 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 TAA. As of the Effective Date (as defined below), subject to the conditions precedent set forth in Section 2 of this Amendment, the TAA is hereby amended as follows:
1.1 Applicable Margin. The definition of “Applicable Margin” in Section 1.1 of the TAA is hereby amended to delete and replace the table appearing in such definition with the following table:
|
Consolidated Leverage Ratio |
|
Base Margin |
|
|
Greater than 4.45:1.0 |
|
1.500 |
% |
|
Greater than 3.95:1.0 but less than or equal to 4.45:1.0 |
|
1.375 |
% |
|
Greater than 3.45:1.0 but less than or equal to 3.95:1.0 |
|
1.250 |
% |
|
Greater than 2.95:1.0 but less than or equal to 3.45:1.0 |
|
1.125 |
% |
|
Less than or equal to 2.95:1.0 |
|
1.000 |
% |
1.2 Capitalized Lease. The definition of “Capitalized Lease” in Section 1.1 of the TAA is hereby deleted.
1.3 Indebtedness. The definition of “Indebtedness” or “indebtedness” in Section 1.1 of the TAA is hereby deleted and replaced with the following:
“Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations in respect of leases as determined under IFRS and (vi) obligations for which such Person is obligated pursuant to a Guaranty.
1.4 Each of Section 10.3 and Schedule I of the TAA is hereby amended to replace “1251 Avenue of the Americas” with “1221 Avenue of the Americas” in the notice addresses for the Related Group that includes MUFG in each place in which that address appears.
1.5 Exhibit Q is hereby replaced with the form of Exhibit Q attached as Exhibit A hereto.
SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of March 13, 2020 (the “Effective Date”) subject to the Agent’s receipt of the following, each in form and substance satisfactory to each Administrative Agent:
(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) an amendment to the Receivables Purchase Agreement, dated as of the date hereof, substantially in the form of Exhibit B hereto, duly executed and delivered
by each of the parties thereto (and each of the parties hereto, by its execution of this Amendment, hereby consents to such execution and delivery);
(c) a fully executed amendment to the Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit C attached hereto, duly executed and delivered by each of the parties thereto;
(d) a Certificate of the Collection Agent certifying therein (i) a true and correct copy of the Account Schedule and (ii) a true and correct copy of the FI/MAC Schedule; and
(e) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.
SECTION 3. Covenants, Representations and Warranties of the Transferor and the Collection Agent.
3.1 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.
3.2 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 4. Acknowledgements of the Amendment to Exhibit Q of the TAA.
Each of the parties hereto hereby acknowledges that the amendment to Exhibit Q of the TAA that is being effected pursuant to Section 1.5 of this Amendment is solely for the convenience of the parties and reflects the removal of Transferring Affiliates that occurred since December 20, 2018 pursuant to the second paragraph of Section 2.15(a) of the TAA.
SECTION 5. Reference to and Effect on the TAA.
5.1 Unless otherwise indicated, all references in this Amendment to a specific “Section”, “Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other subdivision of the TAA.
5.2 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.
5.3 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.
5.4 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 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. Delivery of an executed counterpart of this Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.
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.
[The remainder of this page intentionally left blank]
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/ Xxxx Xxxxxxx |
|
|
Name: |
Xxxx Xxxxxxx |
|
|
Title: |
Senior Vice President & Treasurer |
|
|
| |
|
|
| |
|
|
NATIONAL MEDICAL CARE, INC., as | |
|
|
Collection Agent | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
Name: |
Xxxx Xxxxxxx |
|
|
Title: |
Senior Vice President & Treasurer |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
THE BANK OF NOVA SCOTIA, as Agent, as an | |
|
|
Administrative Agent and as a Bank Investor | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxx |
|
|
Name: |
Xxxxxxx Xxx |
|
|
Title: |
Managing Director |
|
|
| |
|
|
| |
|
|
LIBERTY STREET FUNDING LLC, | |
|
|
as a Conduit Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx X. Xxxxx |
|
|
Name: |
Xxxx X. Xxxxx |
|
|
Title: |
Vice President |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as an Administrative Agent and as a Bank Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
Name: |
Xxxxxxx Xxxxx |
|
|
Title: |
Managing Director |
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxxxx Xxxxxxxxxx |
|
|
Name: |
Xxxxxxxxxxx Xxxxxxxxxx |
|
|
Title: |
Managing Director |
|
|
| |
|
|
| |
|
|
ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Investor | |
|
|
| |
|
|
By: Credit Agricole Corporate and Investment Bank, New York, its Attorney-in-Fact | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
|
Name: |
Xxxxxxx Xxxxx |
|
|
Title: |
Managing Director |
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxxxx Xxxxxxxxxx |
|
|
Name: |
Xxxxxxxxxxx Xxxxxxxxxx |
|
|
Title: |
Managing Director |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
BARCLAYS BANK PLC, as an Administrative Agent | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxxxxx |
|
|
Name: |
Xxxxx Xxxxxxxx |
|
|
Title: |
Director |
|
|
| |
|
|
| |
|
|
SHEFFIELD RECEIVABLES COMPANY, LLC, as a Conduit Investor and as a Bank Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxxxxx |
|
|
Name: |
Xxxxx Xxxxxxxx |
|
|
Title: |
Director |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
ROYAL BANK OF CANADA, as an Administrative Agent and as a Bank Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxxxxx |
|
|
Name: |
Xxxxxxxx X. Xxxxxxxxx |
|
|
Title: |
Authorized Signatory |
|
|
| |
|
|
| |
|
|
THUNDER BAY FUNDING, LLC, as a Conduit Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxxxxx |
|
|
Name: |
Xxxxxxxx X. Xxxxxxxxx |
|
|
Title: |
Authorized Signatory |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
PNC BANK, NATIONAL ASSOCIATION, as an Administrative Agent, as a Bank Investor and as a Conduit Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxx |
|
|
Name: |
Xxxx Xxxxx |
|
|
Title: |
Senior Vice President |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
|
|
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as an Administrative Agent | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxxxx |
|
|
Name: |
Xxxx Xxxxxxxx |
|
|
Title: |
Managing Director |
|
|
| |
|
|
| |
|
|
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Bank Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxxxx |
|
|
Name: |
Xxxx Xxxxxxxx |
|
|
Title: |
Managing Director |
|
|
| |
|
|
| |
|
|
VICTORY RECEIVABLES CORPORATION, as a Conduit Investor | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxxx |
|
|
Name: |
Xxxxx X. Xxxxxxxx |
|
|
Title: |
Vice President |
Signature Page
Amendment No. 3 to Seventh Amended and Restated
Transfer and Administration Agreement
EXHIBIT A
Form of Exhibit Q to the
Seventh Amended and Restated
Transfer and Administration Agreement
[Attached]
EXHIBIT Q
to
SEVENTH AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
LIST OF TRANSFERRING AFFILIATES
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
1. |
|
Apheresis Care Group, Inc. |
|
Delaware |
|
2. |
|
Bio-Medical Applications Management Company, Inc. |
|
Delaware |
|
3. |
|
Bio-Medical Applications of Alabama, Inc. |
|
Delaware |
|
4. |
|
Bio-Medical Applications of Amarillo, Inc. |
|
Delaware |
|
5. |
|
Bio-Medical Applications of Anacostia, Inc. |
|
Delaware |
|
6. |
|
Bio-Medical Applications of Aquadilla, Inc. |
|
Delaware |
|
7. |
|
Bio-Medical Applications of Arecibo, Inc. |
|
Delaware |
|
8. |
|
Bio-Medical Applications of Arkansas, Inc. |
|
Delaware |
|
9. |
|
Bio-Medical Applications of Bayamon, Inc. |
|
Delaware |
|
10. |
|
Bio-Medical Applications of Blue Springs, Inc. |
|
Delaware |
|
11. |
|
Bio-Medical Applications of Caguas, Inc. |
|
Delaware |
|
12. |
|
Bio-Medical Applications of California, Inc. |
|
Delaware |
|
13. |
|
Bio-Medical Applications of Camarillo, Inc. |
|
Delaware |
|
14. |
|
Bio-Medical Applications of Carolina, Inc. |
|
Delaware |
|
15. |
|
Bio-Medical Applications of Clinton, Inc. |
|
Delaware |
|
16. |
|
Bio-Medical Applications of Columbia Heights, Inc. |
|
Delaware |
|
17. |
|
Bio-Medical Applications of Connecticut, Inc. |
|
Delaware |
|
18. |
|
Bio-Medical Applications of Delaware, Inc. |
|
Delaware |
|
19. |
|
Bio-Medical Applications of Dover, Inc. |
|
Delaware |
|
20. |
|
Bio-Medical Applications of Eureka, Inc. |
|
Delaware |
|
21. |
|
Bio-Medical Applications of Fayetteville, Inc. |
|
Delaware |
|
22. |
|
Bio-Medical Applications of Florida, Inc. |
|
Delaware |
|
23. |
|
Bio-Medical Applications of Fremont, Inc. |
|
Delaware |
|
24. |
|
Bio-Medical Applications of Fresno, Inc. |
|
Delaware |
|
25. |
|
Bio-Medical Applications of Georgia, Inc. |
|
Delaware |
|
26. |
|
Bio-Medical Applications of Guayama, Inc. |
|
Delaware |
|
27. |
|
Bio-Medical Applications of Humacao, Inc. |
|
Delaware |
|
28. |
|
Bio-Medical Applications of Illinois, Inc. |
|
Delaware |
|
29. |
|
Bio-Medical Applications of Indiana, Inc. |
|
Delaware |
|
30. |
|
Bio-Medical Applications of Kansas, Inc. |
|
Delaware |
|
31. |
|
Bio-Medical Applications of Kentucky, Inc. |
|
Delaware |
|
32. |
|
Bio-Medical Applications of Los Gatos, Inc. |
|
Delaware |
|
33. |
|
Bio-Medical Applications of Louisiana, LLC |
|
Delaware |
|
34. |
|
Bio-Medical Applications of Maine, Inc. |
|
Delaware |
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
35. |
|
Bio-Medical Applications of Manchester, Inc. |
|
Delaware |
|
36. |
|
Bio-Medical Applications of Maryland, Inc. |
|
Delaware |
|
37. |
|
Bio-Medical Applications of Massachusetts, Inc. |
|
Delaware |
|
38. |
|
Bio-Medical Applications of Mayaguez, Inc. |
|
Delaware |
|
39. |
|
Bio-Medical Applications of Michigan, Inc. |
|
Delaware |
|
40. |
|
Bio-Medical Applications of Minnesota, Inc. |
|
Delaware |
|
41. |
|
Bio-Medical Applications of Mississippi, Inc. |
|
Delaware |
|
42. |
|
Bio-Medical Applications of Missouri, Inc. |
|
Delaware |
|
43. |
|
Bio-Medical Applications of New Hampshire, Inc. |
|
Delaware |
|
44. |
|
Bio-Medical Applications of New Jersey, Inc. |
|
Delaware |
|
45. |
|
Bio-Medical Applications of New Mexico, Inc. |
|
Delaware |
|
46. |
|
Bio-Medical Applications of North Carolina, Inc. |
|
Delaware |
|
47. |
|
Bio-Medical Applications of Northeast D.C., Inc. |
|
Delaware |
|
48. |
|
Bio-Medical Applications of Ohio, Inc. |
|
Delaware |
|
49. |
|
Bio-Medical Applications of Oklahoma, Inc. |
|
Delaware |
|
50. |
|
Bio-Medical Applications of Pennsylvania, Inc. |
|
Delaware |
|
51. |
|
Bio-Medical Applications of Xxxxx, Inc. |
|
Delaware |
|
52. |
|
Bio-Medical Applications of Puerto Rico, Inc. |
|
Delaware |
|
53. |
|
Bio-Medical Applications of Rhode Island, Inc. |
|
Delaware |
|
54. |
|
Bio-Medical Applications of Rio Piedras, Inc. |
|
Delaware |
|
55. |
|
Bio-Medical Applications of San German, Inc. |
|
Delaware |
|
56. |
|
Bio-Medical Applications of San Xxxx, Inc. |
|
Delaware |
|
57. |
|
Bio-Medical Applications of South Carolina, Inc. |
|
Delaware |
|
58. |
|
Bio-Medical Applications of Southeast Washington, Inc. |
|
Delaware |
|
59. |
|
Bio-Medical Applications of Tennessee, Inc. |
|
Delaware |
|
60. |
|
Bio-Medical Applications of Texas, Inc. |
|
Delaware |
|
61. |
|
Bio-Medical Applications of the District of Columbia, Inc. |
|
Delaware |
|
62. |
|
Bio-Medical Applications of Virginia, Inc. |
|
Delaware |
|
63. |
|
Bio-Medical Applications of West Virginia, Inc. |
|
Delaware |
|
64. |
|
Bio-Medical Applications of Wisconsin, Inc. |
|
Delaware |
|
65. |
|
Bio-Medical Applications of Wyoming, LLC |
|
Delaware |
|
66. |
|
Brevard County Dialysis, LLC |
|
Florida |
|
67. |
|
Xxxxxxx County Dialysis, LLC |
|
Georgia |
|
68. |
|
Clermont Dialysis Center, LLC |
|
Georgia |
|
69. |
|
College Park Dialysis, LLC |
|
Georgia |
|
70. |
|
Columbus Area Renal Alliance, LLC |
|
Delaware |
|
71. |
|
Conejo Valley Dialysis, Inc. |
|
California |
|
72. |
|
Dialysis America Georgia, LLC |
|
Delaware |
|
73. |
|
Dialysis Associates of Northern New Jersey, L.L.C. |
|
New Jersey |
|
74. |
|
Dialysis Centers of America - Illinois, Inc. |
|
Illinois |
|
75. |
|
Dialysis Management Corporation |
|
Texas |
|
76. |
|
Dialysis Services of Atlanta, Inc. |
|
Georgia |
|
77. |
|
Dialysis Services of Cincinnati, Inc. |
|
Ohio |
|
78. |
|
Dialysis Specialists of Marietta, Ltd. |
|
Ohio |
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
79. |
|
Dialysis Specialists of Topeka, Inc. |
|
Kansas |
|
80. |
|
Xxxxxxx County Dialysis, LLC |
|
Georgia |
|
81. |
|
Du Page Dialysis Ltd. |
|
Illinois |
|
82. |
|
Everest Healthcare Holdings, Inc. |
|
Delaware |
|
83. |
|
Everest Healthcare Indiana, Inc. |
|
Indiana |
|
84. |
|
Everest Healthcare Ohio, Inc. |
|
Ohio |
|
85. |
|
Everest Healthcare Rhode Island, Inc. |
|
Delaware |
|
86. |
|
Everest Healthcare Texas, L.P. |
|
Delaware |
|
87. |
|
FMS Delaware Dialysis, LLC |
|
Delaware |
|
88. |
|
FMS Philadelphia Dialysis, LLC |
|
Delaware |
|
89. |
|
Xxxxxxx Dialysis Clinic, Inc. |
|
Texas |
|
90. |
|
Fort Xxxxx Regional Dialysis Center, Inc. |
|
Missouri |
|
91. |
|
Four State Regional Dialysis Center, Inc. |
|
Missouri |
|
92. |
|
Fresenius Kidney Care Pittsburgh, LLC |
|
Delaware |
|
93. |
|
Fresenius Management Services, Inc. |
|
Delaware |
|
94. |
|
Fresenius Medical Care — South Texas Kidney, LLC |
|
Delaware |
|
95. |
|
Fresenius Medical Care Dialysis Services Colorado, LLC |
|
Delaware |
|
96. |
|
Fresenius Medical Care Dialysis Services-Oregon, LLC |
|
Oregon |
|
97. |
|
Fresenius Medical Care Xxxxxxx Hall, LLC |
|
Delaware |
|
98. |
|
Fresenius Medical Care Holdings, Inc. |
|
|
|
99. |
|
Fresenius Medical Care of Illinois, LLC |
|
Delaware |
|
100. |
|
Fresenius Medical Care of Montana, LLC |
|
Delaware |
|
101. |
|
Fresenius Medical Care Ventures, LLC |
|
Delaware |
|
102. |
|
Fresenius Medical Care West Bexar, LLC |
|
Delaware |
|
103. |
|
Fresenius Medical Care-OSUIM Kidney Centers, LLC |
|
Delaware |
|
104. |
|
Fresenius USA Manufacturing, Inc. |
|
Delaware |
|
105. |
|
Fresenius USA Marketing, Inc. |
|
Delaware |
|
106. |
|
Fresenius USA, Inc. |
|
Massachusetts |
|
107. |
|
Gulf Region Mobile Dialysis, Inc. |
|
Delaware |
|
108. |
|
Haemo-Stat, Inc. |
|
California |
|
109. |
|
Hauppauge Dialysis Center, LLC |
|
|
|
110. |
|
Xxxxx Dialysis Center, LLC |
|
Georgia |
|
111. |
|
Xxxxxx Dialysis Clinic, LLC |
|
Georgia |
|
112. |
|
Home Dialysis of Muhlenberg County, Inc. |
|
Kentucky |
|
113. |
|
Homestead Artificial Kidney Center, Inc. |
|
Florida |
|
114. |
|
Inland Northwest Renal Care Group, LLC |
|
Washington |
|
115. |
|
Jefferson County Dialysis, Inc. |
|
Arkansas |
|
116. |
|
KDCO, Inc. |
|
Missouri |
|
117. |
|
Kentucky Renal Care Group, LLC |
|
Delaware |
|
118. |
|
Little Rock Dialysis, Inc. |
|
Arkansas |
|
119. |
|
Maumee Dialysis Services, LLC |
|
Delaware |
|
120. |
|
Metro Dialysis Center - Normandy, Inc. |
|
Missouri |
|
121. |
|
Metro Dialysis Center - North, Inc. |
|
Missouri |
|
122. |
|
National Medical Care, Inc. |
|
Delaware |
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
123. |
|
National Nephrology Associates of Texas, L.P. |
|
Texas |
|
124. |
|
New York Dialysis Services, Inc. |
|
|
|
125. |
|
NNA of Alabama, Inc. |
|
Alabama |
|
126. |
|
NNA of East Orange, L.L.C. |
|
New Jersey |
|
127. |
|
NNA of Georgia, Inc. |
|
Delaware |
|
128. |
|
NNA of Xxxxxxxx, L.L.C. |
|
New Jersey |
|
129. |
|
NNA of Louisiana, LLC |
|
Louisiana |
|
130. |
|
NNA of Oklahoma, Inc. |
|
Nevada |
|
131. |
|
NNA of Oklahoma, L.L.C. |
|
Oklahoma |
|
132. |
|
NNA of Rhode Island, Inc. |
|
Rhode Island |
|
133. |
|
NNA of Toledo, Inc. |
|
Ohio |
|
134. |
|
NNA-Saint Barnabas-Livingston, L.L.C. |
|
New Jersey |
|
135. |
|
NNA-Saint Barnabas, L.L.C. |
|
New Jersey |
|
136. |
|
Northeast Alabama Kidney Clinic, Inc. |
|
Alabama |
|
137. |
|
Northern New Jersey Dialysis, L.L.C. |
|
Delaware |
|
138. |
|
NRA-Ada, Oklahoma, LLC |
|
Delaware |
|
139. |
|
NRA-Augusta, Georgia, LLC |
|
Georgia |
|
140. |
|
NRA-Bamberg, South Carolina, LLC |
|
Tennessee |
|
141. |
|
NRA-Crossville, Tennessee, LLC |
|
Tennessee |
|
142. |
|
NRA-Farmington, Missouri, LLC |
|
Delaware |
|
143. |
|
NRA-Georgetown, Kentucky, LLC |
|
Delaware |
|
144. |
|
NRA-Hogansville, Georgia, LLC |
|
Delaware |
|
145. |
|
NRA-Xxxxx Xxxx, South Carolina, LLC |
|
Tennessee |
|
146. |
|
NRA-Hollywood, South Carolina, LLC |
|
Delaware |
|
147. |
|
NRA-Inpatient Dialysis, LLC |
|
Tennessee |
|
148. |
|
NRA-LaGrange, Georgia, LLC |
|
Delaware |
|
149. |
|
NRA-Mt. Pleasant, South Carolina, LLC |
|
Tennessee |
|
150. |
|
NRA-New Castle, Indiana, LLC |
|
Delaware |
|
151. |
|
NRA-Newnan Acquisition, LLC |
|
Tennessee |
|
152. |
|
NRA-Orangeburg, South Carolina, LLC |
|
Tennessee |
|
153. |
|
NRA-Palmetto, Georgia, LLC |
|
Delaware |
|
154. |
|
NRA-Princeton, Kentucky, LLC |
|
Tennessee |
|
155. |
|
NRA-Roanoke, Alabama, LLC |
|
Tennessee |
|
156. |
|
NRA-South City, Missouri, LLC |
|
Delaware |
|
157. |
|
NRA-St. Louis (Home Therapy Center), Missouri, LLC |
|
Delaware |
|
158. |
|
NRA-St. Louis, Missouri, LLC |
|
Delaware |
|
159. |
|
NRA-Talladega, Alabama, LLC |
|
Tennessee |
|
160. |
|
NRA-Valdosta (North), Georgia, LLC |
|
Delaware |
|
161. |
|
NRA-Valdosta, Georgia, LLC |
|
Delaware |
|
162. |
|
NRA-Varnville, South Carolina, LLC |
|
Tennessee |
|
163. |
|
NRA-Washington County, Missouri, LLC |
|
Delaware |
|
164. |
|
NRA-Winchester, Indiana, LLC |
|
Delaware |
|
165. |
|
Physicians Dialysis Company, Inc. |
|
Pennsylvania |
|
166. |
|
QualiCenters Albany, Ltd. |
|
Colorado |
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
167. |
|
QualiCenters Bend LLC |
|
Colorado |
|
168. |
|
QualiCenters Coos Bay, Ltd. |
|
Colorado |
|
169. |
|
QualiCenters Xxxxxx-Springfield, Ltd. |
|
Colorado |
|
170. |
|
QualiCenters Inland Northwest L.L.C. |
|
Colorado |
|
171. |
|
QualiCenters Pueblo LLC |
|
Colorado |
|
172. |
|
QualiCenters Salem LLC |
|
Colorado |
|
173. |
|
RAI Care Centers of Alabama, LLC |
|
Delaware |
|
174. |
|
RAI Care Centers of Florida I, LLC |
|
Delaware |
|
175. |
|
RAI Care Centers of Florida II, LLC |
|
Delaware |
|
176. |
|
RAI Care Centers of Georgia I, LLC |
|
Delaware |
|
177. |
|
RAI Care Centers of Illinois I, LLC |
|
Delaware |
|
178. |
|
RAI Care Centers of Illinois II, LLC |
|
Delaware |
|
179. |
|
RAI Care Centers of Maryland I, LLC |
|
Delaware |
|
180. |
|
RAI Care Centers of Michigan I, LLC |
|
Delaware |
|
181. |
|
RAI Care Centers of Michigan II, LLC |
|
Delaware |
|
182. |
|
RAI Care Centers of Nebraska II, LLC |
|
Delaware |
|
183. |
|
RAI Care Centers of North Carolina II, LLC |
|
Delaware |
|
184. |
|
RAI Care Centers of Northern California I, LLC |
|
Delaware |
|
185. |
|
RAI Care Centers of Northern California II, LLC |
|
Delaware |
|
186. |
|
RAI Care Centers of Oakland II, LLC |
|
Delaware |
|
187. |
|
RAI Care Centers of South Carolina I, LLC |
|
Delaware |
|
188. |
|
RAI Care Centers of Southern California I, LLC |
|
Delaware |
|
189. |
|
RAI Care Centers of Southern California II, LLC |
|
Delaware |
|
190. |
|
RAI Care Centers of Virginia I, LLC |
|
Delaware |
|
191. |
|
RCG Bloomington, LLC |
|
Delaware |
|
192. |
|
RCG East Texas, LLP |
|
Delaware |
|
193. |
|
RCG Indiana, L.L.C. |
|
Delaware |
|
194. |
|
RCG Irving, LLP |
|
Delaware |
|
195. |
|
RCG Xxxxxx, LLC |
|
Delaware |
|
196. |
|
RCG Memphis East, LLC |
|
Delaware |
|
197. |
|
RCG Mississippi, Inc. |
|
Delaware |
|
198. |
|
RCG Pensacola, LLC |
|
Delaware |
|
199. |
|
RCG Robstown, LLP |
|
Delaware |
|
200. |
|
RCG University Division, Inc. |
|
Tennessee |
|
201. |
|
Renal Care Group, Inc. |
|
Delaware |
|
202. |
|
Renal Care Group Alaska, Inc. |
|
Alaska |
|
203. |
|
Renal Care Group East, Inc. |
|
Pennsylvania |
|
204. |
|
Renal Care Group Maplewood, LLC |
|
Delaware |
|
205. |
|
Renal Care Group Northwest, Inc. |
|
Delaware |
|
206. |
|
Renal Care Group of the Midwest, Inc. |
|
Kansas |
|
207. |
|
Renal Care Group of the Ozarks, LLC |
|
Delaware |
|
208. |
|
Renal Care Group of the Rockies, LLC |
|
Delaware |
|
209. |
|
Renal Care Group of the South, Inc. |
|
Delaware |
|
210. |
|
Renal Care Group of the Southeast, Inc. |
|
Florida |
|
|
|
|
|
State of |
|
|
|
Transferring Affiliate |
|
Incorporation |
|
211. |
|
Renal Care Group South New Mexico, LLC |
|
Delaware |
|
212. |
|
Renal Care Group Southwest Michigan, LLC |
|
Delaware |
|
213. |
|
Renal Care Group Southwest, L.P. |
|
Delaware |
|
214. |
|
Renal Care Group Terre Haute, LLC |
|
Delaware |
|
215. |
|
Renal Care Group Texas, Inc. |
|
Texas |
|
216. |
|
Renal Care Group Toledo, LLC |
|
Delaware |
|
217. |
|
Renal Care Group-Harlingen, L.P. |
|
Delaware |
|
218. |
|
RenalPartners, Inc. |
|
Delaware |
|
219. |
|
Renex Dialysis Clinic of Bloomfield, Inc. |
|
New Jersey |
|
220. |
|
Renex Dialysis Clinic of Bridgeton, Inc. |
|
Missouri |
|
221. |
|
Renex Dialysis Clinic of Creve Coeur, Inc. |
|
Missouri |
|
222. |
|
Renex Dialysis Clinic of Maplewood, Inc. |
|
Missouri |
|
223. |
|
Renex Dialysis Clinic of Orange, Inc. |
|
New Jersey |
|
224. |
|
Renex Dialysis Clinic of Pittsburgh, Inc. |
|
Pennsylvania |
|
225. |
|
Renex Dialysis Clinic of South Georgia, Inc. |
|
Georgia |
|
226. |
|
Renex Dialysis Clinic of St. Louis, Inc. |
|
Missouri |
|
227. |
|
Renex Dialysis Clinic of Tampa, Inc. |
|
Florida |
|
228. |
|
Renex Dialysis Clinic of University City, Inc. |
|
Missouri |
|
229. |
|
Renex Dialysis Facilities, Inc. |
|
Mississippi |
|
230. |
|
Saint Louis Renal Care, LLC |
|
Delaware |
|
231. |
|
San Diego Dialysis Services, Inc. |
|
Delaware |
|
232. |
|
Santa Xxxxxxx Community Dialysis Center, Inc. |
|
California |
|
233. |
|
Smyrna Dialysis Center, LLC |
|
Georgia |
|
234. |
|
SSKG, Inc. |
|
Illinois |
|
235. |
|
St. Louis Regional Dialysis Center, Inc. |
|
Missouri |
|
236. |
|
STAT Dialysis Corporation |
|
Delaware |
|
237. |
|
Stone Mountain Dialysis Center, LLC |
|
Georgia |
|
238. |
|
Stuttgart Dialysis, LLC |
|
Arkansas |
|
239. |
|
Tappahannock Dialysis Center, Inc. |
|
Virginia |
|
240. |
|
Xxxxxxx Dialysis Center, L.L.C. |
|
Delaware |
|
241. |
|
Warrenton Dialysis Facility, Inc. |
|
Virginia |
|
242. |
|
West End Dialysis Center, Inc. |
|
Virginia |
|
243. |
|
WSKC Dialysis Services, Inc. |
|
Illinois |
EXHIBIT B
Form of Amendment No. 4 to the Receivables Purchase Agreement
[Attached]
EXECUTION VERSION
AMENDMENT NO. 4
Dated as of March 13, 2020
to
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Dated as of January 17, 2013
THIS AMENDMENT No. 3 (this “Amendment”) dated as of March 13, 2020 is entered into by and between NMC FUNDING CORPORATION, a Delaware corporation, as Purchaser (the “Purchaser”) and NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Seller (the “Seller”).
PRELIMINARY STATEMENTS
A. The Purchaser and the Seller are parties to that certain Second Amended and Restated Receivables Purchase Agreement dated as of January 17, 2013 (as amended or otherwise modified prior to the date hereof, the “RPA”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RPA.
B. The Purchaser and the Seller have agreed to amend the RPA 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.
1.1 Capitalized Lease. The definition of “Capitalized Lease” in Section 1.1 of the RPA is hereby deleted.
1.2 Indebtedness. The definition of “Indebtedness” or “indebtedness” in Section 1.1 of the RPA is hereby deleted and replaced with the following:
“Indebtedness” or “indebtedness” means, with respect to any Person and without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations in respect of leases as determined under IFRS and (vi) obligations for which such Person is obligated pursuant to a Guaranty.
1.3 Exhibit J. Exhibit J (List of Transferring Affiliates, Chief Executive Offices of Transferring Affiliates and Tradenames) of the RPA is hereby deleted and replaced with the new Exhibit J attached hereto as Exhibit 1.
SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof upon (i) the receipt by the Purchaser of counterparts of this Amendment duly executed by the Purchaser and the Seller, and (ii) the effectiveness of Amendment No. 3 to the Seventh Amended and Restated Transfer and Administration Agreement of even date herewith among the Seller, the Purchaser, the Transferor, the Collection Agent, the Administrative Agents, the Conduit Investors, the Bank Investors and the Agent.
SECTION 3. Covenants, Representations and Warranties of the Seller.
3.1 Upon the effectiveness of this Amendment, the Seller hereby reaffirms all covenants, representations and warranties made by it in the RPA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
3.2 Upon the effectiveness of this Amendment, the Seller 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) no Seller Default or Potential Seller Default shall exist under the RPA.
SECTION 4. Acknowledgements of the Amendment to Exhibit J of the RPA.
Each of the Purchaser and the Seller hereby acknowledges that the amendment to Exhibit J of the RPA that is being effected pursuant to Section 1.3 of this Amendment is solely for the convenience of the parties and reflects the removal of Transferring Affiliates that occurred since December 20, 2018 pursuant to Section 2.7(b) of the RPA.
SECTION 5. Reference to and Effect on the RPA.
5.1 Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RPA as amended hereby, and each reference to the RPA in any other document, instrument and agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the RPA as amended hereby.
5.2 Except as specifically amended hereby, the RPA 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 the Purchaser or any of its assignees under the RPA 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 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. Delivery of an executed counterpart via facsimile or other electronic transmission shall be deemed delivery of an original counterpart.
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.
[The remainder of this page intentionally left blank]
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 Purchaser | |
|
|
| |
|
|
By: |
|
|
|
Name: |
Xxxx Xxxxxxx |
|
|
Title: |
Senior Vice President & Treasurer |
|
|
|
|
|
|
NATIONAL MEDICAL CARE, INC., | |
|
|
as Seller |
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
Xxxx Xxxxxxx |
|
|
Title: |
Senior Vice President & Treasurer |
Signature Page
Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement
Exhibit 1
to Amendment
EXHIBIT J
to
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
LIST OF TRANSFERRING AFFILIATES, CHIEF EXECUTIVE
OFFICES OF TRANSFERRING AFFILIATES AND TRADENAMES
SECTIONS 2.7(b), 3.1(i) and 3.1(k)(iv)
|
|
|
Transferring Affiliate |
|
State of |
|
1. |
|
Apheresis Care Group, Inc. |
|
Delaware |
|
2. |
|
Bio-Medical Applications Management Company, Inc. |
|
Delaware |
|
3. |
|
Bio-Medical Applications of Alabama, Inc. |
|
Delaware |
|
4. |
|
Bio-Medical Applications of Amarillo, Inc. |
|
Delaware |
|
5. |
|
Bio-Medical Applications of Anacostia, Inc. |
|
Delaware |
|
6. |
|
Bio-Medical Applications of Aquadilla, Inc. |
|
Delaware |
|
7. |
|
Bio-Medical Applications of Arecibo, Inc. |
|
Delaware |
|
8. |
|
Bio-Medical Applications of Arkansas, Inc. |
|
Delaware |
|
9. |
|
Bio-Medical Applications of Bayamon, Inc. |
|
Delaware |
|
10. |
|
Bio-Medical Applications of Blue Springs, Inc. |
|
Delaware |
|
11. |
|
Bio-Medical Applications of Caguas, Inc. |
|
Delaware |
|
12. |
|
Bio-Medical Applications of California, Inc. |
|
Delaware |
|
13. |
|
Bio-Medical Applications of Camarillo, Inc. |
|
Delaware |
|
14. |
|
Bio-Medical Applications of Carolina, Inc. |
|
Delaware |
|
15. |
|
Bio-Medical Applications of Clinton, Inc. |
|
Delaware |
|
16. |
|
Bio-Medical Applications of Columbia Heights, Inc. |
|
Delaware |
|
17. |
|
Bio-Medical Applications of Connecticut, Inc. |
|
Delaware |
|
18. |
|
Bio-Medical Applications of Delaware, Inc. |
|
Delaware |
|
19. |
|
Bio-Medical Applications of Dover, Inc. |
|
Delaware |
|
20. |
|
Bio-Medical Applications of Eureka, Inc. |
|
Delaware |
|
21. |
|
Bio-Medical Applications of Fayetteville, Inc. |
|
Delaware |
|
22. |
|
Bio-Medical Applications of Florida, Inc. |
|
Delaware |
|
23. |
|
Bio-Medical Applications of Fremont, Inc. |
|
Delaware |
|
24. |
|
Bio-Medical Applications of Fresno, Inc. |
|
Delaware |
|
25. |
|
Bio-Medical Applications of Georgia, Inc. |
|
Delaware |
|
26. |
|
Bio-Medical Applications of Guayama, Inc. |
|
Delaware |
|
27. |
|
Bio-Medical Applications of Humacao, Inc. |
|
Delaware |
|
28. |
|
Bio-Medical Applications of Illinois, Inc. |
|
Delaware |
|
29. |
|
Bio-Medical Applications of Indiana, Inc. |
|
Delaware |
|
|
|
Transferring Affiliate |
|
State of |
|
30. |
|
Bio-Medical Applications of Kansas, Inc. |
|
Delaware |
|
31. |
|
Bio-Medical Applications of Kentucky, Inc. |
|
Delaware |
|
32. |
|
Bio-Medical Applications of Los Gatos, Inc. |
|
Delaware |
|
33. |
|
Bio-Medical Applications of Louisiana, LLC |
|
Delaware |
|
34. |
|
Bio-Medical Applications of Maine, Inc. |
|
Delaware |
|
35. |
|
Bio-Medical Applications of Manchester, Inc. |
|
Delaware |
|
36. |
|
Bio-Medical Applications of Maryland, Inc. |
|
Delaware |
|
37. |
|
Bio-Medical Applications of Massachusetts, Inc. |
|
Delaware |
|
38. |
|
Bio-Medical Applications of Mayaguez, Inc. |
|
Delaware |
|
39. |
|
Bio-Medical Applications of Michigan, Inc. |
|
Delaware |
|
40. |
|
Bio-Medical Applications of Minnesota, Inc. |
|
Delaware |
|
41. |
|
Bio-Medical Applications of Mississippi, Inc. |
|
Delaware |
|
42. |
|
Bio-Medical Applications of Missouri, Inc. |
|
Delaware |
|
43. |
|
Bio-Medical Applications of New Hampshire, Inc. |
|
Delaware |
|
44. |
|
Bio-Medical Applications of New Jersey, Inc. |
|
Delaware |
|
45. |
|
Bio-Medical Applications of New Mexico, Inc. |
|
Delaware |
|
46. |
|
Bio-Medical Applications of North Carolina, Inc. |
|
Delaware |
|
47. |
|
Bio-Medical Applications of Northeast D.C., Inc. |
|
Delaware |
|
48. |
|
Bio-Medical Applications of Ohio, Inc. |
|
Delaware |
|
49. |
|
Bio-Medical Applications of Oklahoma, Inc. |
|
Delaware |
|
50. |
|
Bio-Medical Applications of Pennsylvania, Inc. |
|
Delaware |
|
51. |
|
Bio-Medical Applications of Ponce, Inc. |
|
Delaware |
|
52. |
|
Bio-Medical Applications of Puerto Rico, Inc. |
|
Delaware |
|
53. |
|
Bio-Medical Applications of Rhode Island, Inc. |
|
Delaware |
|
54. |
|
Bio-Medical Applications of Rio Piedras, Inc. |
|
Delaware |
|
55. |
|
Bio-Medical Applications of San German, Inc. |
|
Delaware |
|
56. |
|
Bio-Medical Applications of San Xxxx, Inc. |
|
Delaware |
|
57. |
|
Bio-Medical Applications of South Carolina, Inc. |
|
Delaware |
|
58. |
|
Bio-Medical Applications of Southeast Washington, Inc. |
|
Delaware |
|
59. |
|
Bio-Medical Applications of Tennessee, Inc. |
|
Delaware |
|
60. |
|
Bio-Medical Applications of Texas, Inc. |
|
Delaware |
|
61. |
|
Bio-Medical Applications of the District of Columbia, Inc. |
|
Delaware |
|
62. |
|
Bio-Medical Applications of Virginia, Inc. |
|
Delaware |
|
63. |
|
Bio-Medical Applications of West Virginia, Inc. |
|
Delaware |
|
64. |
|
Bio-Medical Applications of Wisconsin, Inc. |
|
Delaware |
|
65. |
|
Bio-Medical Applications of Wyoming, LLC |
|
Delaware |
|
66. |
|
Brevard County Dialysis, LLC |
|
Florida |
|
67. |
|
Xxxxxxx County Dialysis, LLC |
|
Georgia |
|
68. |
|
Clermont Dialysis Center, LLC |
|
Georgia |
|
69. |
|
College Park Dialysis, LLC |
|
Georgia |
|
70. |
|
Columbus Area Renal Alliance, LLC |
|
Delaware |
|
71. |
|
Conejo Valley Dialysis, Inc. |
|
California |
|
72. |
|
Dialysis America Georgia, LLC |
|
Delaware |
|
73. |
|
Dialysis Associates of Northern New Jersey, L.L.C. |
|
New Jersey |
|
|
|
Transferring Affiliate |
|
State of |
|
74. |
|
Dialysis Centers of America - Illinois, Inc. |
|
Illinois |
|
75. |
|
Dialysis Management Corporation |
|
Texas |
|
76. |
|
Dialysis Services of Atlanta, Inc. |
|
Georgia |
|
77. |
|
Dialysis Services of Cincinnati, Inc. |
|
Ohio |
|
78. |
|
Dialysis Specialists of Marietta, Ltd. |
|
Ohio |
|
79. |
|
Dialysis Specialists of Topeka, Inc. |
|
Kansas |
|
80. |
|
Xxxxxxx County Dialysis, LLC |
|
Georgia |
|
81. |
|
Du Page Dialysis Ltd. |
|
Illinois |
|
82. |
|
Everest Healthcare Holdings, Inc. |
|
Delaware |
|
83. |
|
Everest Healthcare Indiana, Inc. |
|
Indiana |
|
84. |
|
Everest Healthcare Ohio, Inc. |
|
Ohio |
|
85. |
|
Everest Healthcare Rhode Island, Inc. |
|
Delaware |
|
86. |
|
Everest Healthcare Texas, L.P. |
|
Delaware |
|
87. |
|
FMS Delaware Dialysis, LLC |
|
Delaware |
|
88. |
|
FMS Philadelphia Dialysis, LLC |
|
Delaware |
|
89. |
|
Xxxxxxx Dialysis Clinic, Inc. |
|
Texas |
|
90. |
|
Fort Xxxxx Regional Dialysis Center, Inc. |
|
Missouri |
|
91. |
|
Four State Regional Dialysis Center, Inc. |
|
Missouri |
|
92. |
|
Fresenius Kidney Care Pittsburgh, LLC |
|
Delaware |
|
93. |
|
Fresenius Management Services, Inc. |
|
Delaware |
|
94. |
|
Fresenius Medical Care — South Texas Kidney, LLC |
|
Delaware |
|
95. |
|
Fresenius Medical Care Dialysis Services Colorado, LLC |
|
Delaware |
|
96. |
|
Fresenius Medical Care Dialysis Services-Oregon, LLC |
|
Oregon |
|
97. |
|
Fresenius Medical Care Xxxxxxx Hall, LLC |
|
Delaware |
|
98. |
|
Fresenius Medical Care Holdings, Inc. |
|
New York |
|
99. |
|
Fresenius Medical Care of Illinois, LLC |
|
Delaware |
|
100. |
|
Fresenius Medical Care of Montana, LLC |
|
Delaware |
|
101. |
|
Fresenius Medical Care Ventures, LLC |
|
Delaware |
|
102. |
|
Fresenius Medical Care West Bexar, LLC |
|
Delaware |
|
103. |
|
Fresenius Medical Care-OSUIM Kidney Centers, LLC |
|
Delaware |
|
104. |
|
Fresenius USA Manufacturing, Inc. |
|
Delaware |
|
105. |
|
Fresenius USA Marketing, Inc. |
|
Delaware |
|
106. |
|
Fresenius USA, Inc. |
|
Massachusetts |
|
107. |
|
Gulf Region Mobile Dialysis, Inc. |
|
Delaware |
|
108. |
|
Haemo-Stat, Inc. |
|
California |
|
109. |
|
Hauppauge Dialysis Center, LLC |
|
New York |
|
110. |
|
Xxxxx Dialysis Center, LLC |
|
Georgia |
|
111. |
|
Xxxxxx Dialysis Clinic, LLC |
|
Georgia |
|
112. |
|
Home Dialysis of Muhlenberg County, Inc. |
|
Kentucky |
|
113. |
|
Homestead Artificial Kidney Center, Inc. |
|
Florida |
|
114. |
|
Inland Northwest Renal Care Group, LLC |
|
Washington |
|
115. |
|
Jefferson County Dialysis, Inc. |
|
Arkansas |
|
116. |
|
KDCO, Inc. |
|
Missouri |
|
117. |
|
Kentucky Renal Care Group, LLC |
|
Delaware |
|
|
|
Transferring Affiliate |
|
State of |
|
118. |
|
Little Rock Dialysis, Inc. |
|
Arkansas |
|
119. |
|
Maumee Dialysis Services, LLC |
|
Delaware |
|
120. |
|
Metro Dialysis Center - Normandy, Inc. |
|
Missouri |
|
121. |
|
Metro Dialysis Center - North, Inc. |
|
Missouri |
|
122. |
|
National Medical Care, Inc. |
|
Delaware |
|
123. |
|
National Nephrology Associates of Texas, L.P. |
|
Texas |
|
124. |
|
New York Dialysis Services, Inc. |
|
New York |
|
125. |
|
NNA of Alabama, Inc. |
|
Alabama |
|
126. |
|
NNA of East Orange, L.L.C. |
|
New Jersey |
|
127. |
|
NNA of Georgia, Inc. |
|
Delaware |
|
128. |
|
NNA of Xxxxxxxx, L.L.C. |
|
New Jersey |
|
129. |
|
NNA of Louisiana, LLC |
|
Louisiana |
|
130. |
|
NNA of Oklahoma, Inc. |
|
Nevada |
|
131. |
|
NNA of Oklahoma, L.L.C. |
|
Oklahoma |
|
132. |
|
NNA of Rhode Island, Inc. |
|
Rhode Island |
|
133. |
|
NNA of Toledo, Inc. |
|
Ohio |
|
134. |
|
NNA-Saint Barnabas-Livingston, L.L.C. |
|
New Jersey |
|
135. |
|
NNA-Saint Barnabas, L.L.C. |
|
New Jersey |
|
136. |
|
Northeast Alabama Kidney Clinic, Inc. |
|
Alabama |
|
137. |
|
Northern New Jersey Dialysis, L.L.C. |
|
Delaware |
|
138. |
|
NRA-Ada, Oklahoma, LLC |
|
Delaware |
|
139. |
|
NRA-Augusta, Georgia, LLC |
|
Georgia |
|
140. |
|
NRA-Bamberg, South Carolina, LLC |
|
Tennessee |
|
141. |
|
NRA-Crossville, Tennessee, LLC |
|
Tennessee |
|
142. |
|
NRA-Farmington, Missouri, LLC |
|
Delaware |
|
143. |
|
NRA-Georgetown, Kentucky, LLC |
|
Delaware |
|
144. |
|
NRA-Hogansville, Georgia, LLC |
|
Delaware |
|
145. |
|
NRA-Xxxxx Xxxx, South Carolina, LLC |
|
Tennessee |
|
146. |
|
NRA-Hollywood, South Carolina, LLC |
|
Delaware |
|
147. |
|
NRA-Inpatient Dialysis, LLC |
|
Tennessee |
|
148. |
|
NRA-LaGrange, Georgia, LLC |
|
Delaware |
|
149. |
|
NRA-Mt. Pleasant, South Carolina, LLC |
|
Tennessee |
|
150. |
|
NRA-New Castle, Indiana, LLC |
|
Delaware |
|
151. |
|
NRA-Newnan Acquisition, LLC |
|
Tennessee |
|
152. |
|
NRA-Orangeburg, South Carolina, LLC |
|
Tennessee |
|
153. |
|
NRA-Palmetto, Georgia, LLC |
|
Delaware |
|
154. |
|
NRA-Princeton, Kentucky, LLC |
|
Tennessee |
|
155. |
|
NRA-Roanoke, Alabama, LLC |
|
Tennessee |
|
156. |
|
NRA-South City, Missouri, LLC |
|
Delaware |
|
157. |
|
NRA-St. Louis (Home Therapy Center), Missouri, LLC |
|
Delaware |
|
158. |
|
NRA-St. Louis, Missouri, LLC |
|
Delaware |
|
159. |
|
NRA-Talladega, Alabama, LLC |
|
Tennessee |
|
160. |
|
NRA-Valdosta (North), Georgia, LLC |
|
Delaware |
|
161. |
|
NRA-Valdosta, Georgia, LLC |
|
Delaware |
|
|
|
Transferring Affiliate |
|
State of |
|
162. |
|
NRA-Varnville, South Carolina, LLC |
|
Tennessee |
|
163. |
|
NRA-Washington County, Missouri, LLC |
|
Delaware |
|
164. |
|
NRA-Winchester, Indiana, LLC |
|
Delaware |
|
165. |
|
Physicians Dialysis Company, Inc. |
|
Pennsylvania |
|
166. |
|
QualiCenters Albany, Ltd. |
|
Colorado |
|
167. |
|
QualiCenters Bend LLC |
|
Colorado |
|
168. |
|
QualiCenters Coos Bay, Ltd. |
|
Colorado |
|
169. |
|
QualiCenters Eugene-Springfield, Ltd. |
|
Colorado |
|
170. |
|
QualiCenters Inland Northwest L.L.C. |
|
Colorado |
|
171. |
|
QualiCenters Pueblo LLC |
|
Colorado |
|
172. |
|
QualiCenters Salem LLC |
|
Colorado |
|
173. |
|
RAI Care Centers of Alabama, LLC |
|
Delaware |
|
174. |
|
RAI Care Centers of Florida I, LLC |
|
Delaware |
|
175. |
|
RAI Care Centers of Florida II, LLC |
|
Delaware |
|
176. |
|
RAI Care Centers of Georgia I, LLC |
|
Delaware |
|
177. |
|
RAI Care Centers of Illinois I, LLC |
|
Delaware |
|
178. |
|
RAI Care Centers of Illinois II, LLC |
|
Delaware |
|
179. |
|
RAI Care Centers of Maryland I, LLC |
|
Delaware |
|
180. |
|
RAI Care Centers of Michigan I, LLC |
|
Delaware |
|
181. |
|
RAI Care Centers of Michigan II, LLC |
|
Delaware |
|
182. |
|
RAI Care Centers of Nebraska II, LLC |
|
Delaware |
|
183. |
|
RAI Care Centers of North Carolina II, LLC |
|
Delaware |
|
184. |
|
RAI Care Centers of Northern California I, LLC |
|
Delaware |
|
185. |
|
RAI Care Centers of Northern California II, LLC |
|
Delaware |
|
186. |
|
RAI Care Centers of Oakland II, LLC |
|
Delaware |
|
187. |
|
RAI Care Centers of South Carolina I, LLC |
|
Delaware |
|
188. |
|
RAI Care Centers of Southern California I, LLC |
|
Delaware |
|
189. |
|
RAI Care Centers of Southern California II, LLC |
|
Delaware |
|
190. |
|
RAI Care Centers of Virginia I, LLC |
|
Delaware |
|
191. |
|
RCG Bloomington, LLC |
|
Delaware |
|
192. |
|
RCG East Texas, LLP |
|
Delaware |
|
193. |
|
RCG Indiana, L.L.C. |
|
Delaware |
|
194. |
|
RCG Irving, LLP |
|
Delaware |
|
195. |
|
RCG Xxxxxx, LLC |
|
Delaware |
|
196. |
|
RCG Memphis East, LLC |
|
Delaware |
|
197. |
|
RCG Mississippi, Inc. |
|
Delaware |
|
198. |
|
RCG Pensacola, LLC |
|
Delaware |
|
199. |
|
RCG Robstown, LLP |
|
Delaware |
|
200. |
|
RCG University Division, Inc. |
|
Tennessee |
|
201. |
|
Renal Care Group, Inc. |
|
Delaware |
|
202. |
|
Renal Care Group Alaska, Inc. |
|
Alaska |
|
203. |
|
Renal Care Group East, Inc. |
|
Pennsylvania |
|
204. |
|
Renal Care Group Maplewood, LLC |
|
Delaware |
|
205. |
|
Renal Care Group Northwest, Inc. |
|
Delaware |
|
|
|
Transferring Affiliate |
|
State of |
|
206. |
|
Renal Care Group of the Midwest, Inc. |
|
Kansas |
|
207. |
|
Renal Care Group of the Ozarks, LLC |
|
Delaware |
|
208. |
|
Renal Care Group of the Rockies, LLC |
|
Delaware |
|
209. |
|
Renal Care Group of the South, Inc. |
|
Delaware |
|
210. |
|
Renal Care Group of the Southeast, Inc. |
|
Florida |
|
211. |
|
Renal Care Group South New Mexico, LLC |
|
Delaware |
|
212. |
|
Renal Care Group Southwest Michigan, LLC |
|
Delaware |
|
213. |
|
Renal Care Group Southwest, L.P. |
|
Delaware |
|
214. |
|
Renal Care Group Terre Haute, LLC |
|
Delaware |
|
215. |
|
Renal Care Group Texas, Inc. |
|
Texas |
|
216. |
|
Renal Care Group Toledo, LLC |
|
Delaware |
|
217. |
|
Renal Care Group-Harlingen, L.P. |
|
Delaware |
|
218. |
|
RenalPartners, Inc. |
|
Delaware |
|
219. |
|
Renex Dialysis Clinic of Bloomfield, Inc. |
|
New Jersey |
|
220. |
|
Renex Dialysis Clinic of Bridgeton, Inc. |
|
Missouri |
|
221. |
|
Renex Dialysis Clinic of Creve Coeur, Inc. |
|
Missouri |
|
222. |
|
Renex Dialysis Clinic of Maplewood, Inc. |
|
Missouri |
|
223. |
|
Renex Dialysis Clinic of Orange, Inc. |
|
New Jersey |
|
224. |
|
Renex Dialysis Clinic of Pittsburgh, Inc. |
|
Pennsylvania |
|
225. |
|
Renex Dialysis Clinic of South Georgia, Inc. |
|
Georgia |
|
226. |
|
Renex Dialysis Clinic of St. Louis, Inc. |
|
Missouri |
|
227. |
|
Renex Dialysis Clinic of Tampa, Inc. |
|
Florida |
|
228. |
|
Renex Dialysis Clinic of University City, Inc. |
|
Missouri |
|
229. |
|
Renex Dialysis Facilities, Inc. |
|
Mississippi |
|
230. |
|
Saint Louis Renal Care, LLC |
|
Delaware |
|
231. |
|
San Diego Dialysis Services, Inc. |
|
Delaware |
|
232. |
|
Santa Xxxxxxx Community Dialysis Center, Inc. |
|
California |
|
233. |
|
Smyrna Dialysis Center, LLC |
|
Georgia |
|
234. |
|
SSKG, Inc. |
|
Illinois |
|
235. |
|
St. Louis Regional Dialysis Center, Inc. |
|
Missouri |
|
236. |
|
STAT Dialysis Corporation |
|
Delaware |
|
237. |
|
Stone Mountain Dialysis Center, LLC |
|
Georgia |
|
238. |
|
Stuttgart Dialysis, LLC |
|
Arkansas |
|
239. |
|
Tappahannock Dialysis Center, Inc. |
|
Virginia |
|
240. |
|
Xxxxxxx Dialysis Center, L.L.C. |
|
Delaware |
|
241. |
|
Warrenton Dialysis Facility, Inc. |
|
Virginia |
|
242. |
|
West End Dialysis Center, Inc. |
|
Virginia |
|
243. |
|
WSKC Dialysis Services, Inc. |
|
Illinois |
3.1(i) Place of Business: For each Transferring Affiliate, the principal place of business, chief executive office, and the offices where each Transferring Affiliate keeps substantially all its Records is 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 and such other locations listed in Exhibit G.
|
3.1(k)(iv) |
Tradenames: |
Renal Care Group |
Fresenius Renal Technologies |
|
|
|
National Nephrology Associates |
Fresenius Renal Therapies |
|
|
|
TruBlu Logistics (FUSA Mfg) |
Fresenius Kidney Care |
|
|
|
Fresenius Renal Pharmaceuticals |
Fresenius USA |
|
|
|
|
|
|
|
Merger: |
On September 25, 2018, Mercy Dialysis Center, Inc. merged into Bio-Medical Applications of Wisconsin, Inc. | |
EXHIBIT C
Form of Amendment No. 1 to the Third Amended and Restated Parent Agreement
[Attached]
EXECUTION VERSION
AMENDMENT NO. 1
Dated as of March 13, 2020
to
Third Amended and Restated Parent Agreement
Dated as of December 20, 2018
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of March 13, 2020 is entered into by and among (i) FRESENIUS MEDICAL CARE AG & Co. KGaA, a German partnership limited by shares (“FMC KGaA”), (ii) FRESENIUS MEDICAL CARE HOLDINGS, INC., a New York corporation (collectively with FMC KGaA, the “ Companies”), (iii) NMC FUNDING CORPORATION (“NMC Funding”) and (iv) THE BANK OF NOVA SCOTIA, as Agent (the “Agent”) for the Investors under (as defined in) the TAA.
PRELIMINARY STATEMENTS
A. The Companies entered into a Third Amended and Restated Parent Agreement dated as of December 20, 2018 in favor of NMC Funding and the Agent (the “Parent Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Parent Agreement.
B. The parties hereto have agreed to amend the Parent Agreement 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. AMENDMENT TO PARENT AGREEMENT.
Effective as of the Effective Date (as defined below),
(A) Section 6(a)(v)(A) of the Parent Agreement is hereby deleted in its entirety and replaced with the following:
(A) Consolidated Leverage Ratio. Ensure that as of the end of each fiscal quarter, the Consolidated Leverage Ratio will not exceed 4.45:1:00; provided that this limit may be increased, from time to time, by notice from FME KGaA in connection with one or a series of acquisitions and investments in any period of four consecutive fiscal quarters for which financial statements are available (plus the period extending until the next quarterly or annual financial statements shall be due) where the acquisition consideration (including assumed
indebtedness) is in excess of €1,000 million, to 4.95:1.0 for a period of up to four consecutive fiscal quarters (the “Covenant Holiday”). Thereafter, the Covenant Holiday will not be available again until the original financial covenant level has been complied with for at least one fiscal quarter;
SECTION 2. Effective Date.
This Amendment shall become effective and be deemed effective as of the date hereof (the “Effective Date”) subject to (i) the Agent’s receipt of counterparts of this Amendment duly executed by each Company, NMC Funding, the Agent and each of the Administrative Agents referred to in the introductory paragraph hereof and (ii) the effectiveness of Amendment No. 3, dated the date hereof, to the Seventh Amended and Restated Transfer and Administration Agreement, dated as of November 24, 2014 (the “TAA Amendment”), among the Seller, the Purchaser, the Transferor, the Collection Agent, the Administrative Agents, the Conduit Investors, the Bank Investors and the Agent.
SECTION 3. Acknowledgments, Consents, Covenants, Representations and Warranties of the Companies.
3.1 Each of the Companies hereby acknowledges, and consents to, the execution of the TAA Amendment, together with all the other instruments, documents and agreements referenced in Section 2 of the TAA Amendment (collectively, the “Amendment Documents”).
3.2 Upon the effectiveness of this Amendment, each of the Companies hereby
(i) reaffirms all of its obligations under the Parent Agreement (as amended hereby) and (ii) reaffirms that all covenants, representations and warranties made by it in the Parent Agreement (as amended hereby) or otherwise in connection with the Transaction Documents are true and correct and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment and (iii) further acknowledges and agrees that, after giving effect to this Amendment and the Amendment Documents, such Parent Agreement remains in full force and effect and such Parent Agreement is hereby ratified and confirmed.
3.3 Upon the effectiveness of this Amendment, each of the Companies 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) no Termination Event or Potential Termination Event shall exist under the Transfer and Administration Agreement.
SECTION 4. Reference to and Effect on the Parent Agreement.
4.1 Unless otherwise indicated, all references in this Amendment to a specific “Section”, “Schedule”, “Exhibit” and other subdivision are to such Section, Schedule, Exhibit or other subdivision of the Parent Agreement.
4.2 Upon the effectiveness of this Amendment, each reference in the Parent Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like
import shall mean and be a reference to the Parent Agreement as amended hereby, and each reference to the Parent Agreement in any other document, instrument and agreement executed and/or delivered in connection with the Parent Agreement shall mean and be a reference to the Parent Agreement as amended hereby.
4.3 Except as specifically amended hereby, the Parent Agreement 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.
4.4 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent under the Parent Agreement or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.
SECTION 5. 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 6. Execution in Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of 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. Delivery of an executed counterpart of this Amendment by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.
SECTION 7. 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.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the date first written above.
|
|
|
FRESENIUS MEDICAL CARE AG & Co. KGaA, | ||
|
|
|
FRESENIUS MEDICAL CARE | ||
|
|
|
| ||
|
|
|
| ||
|
|
|
By: |
| |
|
|
|
Name: |
| |
|
|
|
Title: |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
By: |
| |
|
|
|
Name: |
| |
|
|
|
Title: |
| |
|
|
|
| ||
|
|
|
| ||
|
|
|
FRESENIUS MEDICAL CARE HOLDINGS, INC. | ||
|
|
|
|
| |
|
|
|
|
| |
|
|
|
By: |
| |
|
|
|
Name: |
Xxxx Xxxxxxx | |
|
|
|
Title: |
Senior Vice President and Treasurer | |
|
|
|
| ||
|
Accepted and Agreed as of the date first above written: |
|
| ||
|
|
|
| ||
|
NMC FUNDING CORPORATION |
|
| ||
|
|
|
| ||
|
|
|
| ||
|
By: |
|
|
| |
|
Name: |
Xxxx Xxxxxxx |
|
| |
|
Title: |
Senior Vice President and Treasurer |
|
| |
Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement
|
THE BANK OF NOVA SCOTIA, |
|
| |
|
as Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acknowledged by: |
|
| |
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NOVA SCOTIA, |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BARCLAYS BANK PLC, |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement
|
ROYAL BANK OF CANADA, |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
| |
|
|
|
| |
|
PNC BANK, NATIONAL ASSOCIATION, |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
| |
|
|
|
| |
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., |
|
| |
|
as an Administrative Agent |
|
| |
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
Signature Page to Amendment No. 1 to Third Amended and Restated Parent Agreement
