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 ▇▇▇▇▇'▇ 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:
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"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.
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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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, 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 ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, acting as counsel to
FMC, in form and substance satisfactory to each Administrative Agent;
(j) an opinion of Arent Fox ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, 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
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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.
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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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Treasurer
NATIONAL MEDICAL CARE, INC.,
as Collection Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Treasurer
ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor
By: /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
COMPASS US ACQUISITION, LLC,
as a Conduit Investor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
GIRO MULTI-FUNDING CORPORATION,
as a Conduit Investor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as a Bank Investor and
as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Director, Securitization
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate Director, Securitization
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as a Bank Investor
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Signature Page to
Amendment No. 5
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE,
as a Bank Investor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
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 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ Affiliate: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
STATE OF
ORIGINAL TRANSFERRING AFFILIATES INCORPORATION FEIN
-------------------------------- ------------- ----
(before December 21, 2001)
Bio-Medical Applications Management Company, Inc. Delaware ▇▇-▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇, 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 ▇▇-▇▇▇▇▇▇▇
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 ▇▇▇▇▇, 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 ▇▇▇▇, 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 ▇▇-▇▇▇▇▇▇▇
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 ▇▇-▇▇▇▇▇▇▇
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 ▇▇-▇▇▇▇▇▇▇
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 ▇▇-▇▇▇▇▇▇▇
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 ▇▇-▇▇▇▇▇▇▇
Dialysis Specialists of Topeka, Inc. Kansas ▇▇-▇▇▇▇▇▇▇
Dialysis Specialists of Tulsa, Inc. Oklahoma ▇▇-▇▇▇▇▇▇▇
DuPage Dialysis Ltd. Illinois ▇▇-▇▇▇▇▇▇▇
Everest Healthcare Holdings, Inc. Delaware ▇▇-▇▇▇▇▇▇▇
Everest Healthcare Indiana, Inc. Indiana ▇▇-▇▇▇▇▇▇▇
Everest Healthcare Ohio, Inc. Ohio ▇▇-▇▇▇▇▇▇▇
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 ▇▇-▇▇▇▇▇▇▇
Home Dialysis of Muhlenberg County, Inc. Kentucky ▇▇-▇▇▇▇▇▇▇
Mercy Dialysis Center, Inc. Wisconsin ▇▇-▇▇▇▇▇▇▇
North ▇▇▇▇▇▇▇ Dialysis Center, Inc. Delaware ▇▇-▇▇▇▇▇▇▇
Northern New Jersey Dialysis, LLC Delaware ▇▇-▇▇▇▇▇▇▇
Prime Medical, Inc. Massachusetts ▇▇-▇▇▇▇▇▇▇
Qualicenters, Inc. Colorado ▇▇-▇▇▇▇▇▇▇
Renal Scientific Services, Inc. Delaware ▇▇-▇▇▇▇▇▇▇
Santa ▇▇▇▇▇▇▇ Community Dialysis Center, Inc. California ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ 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.
