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 02420-9192
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 04-2968314 Bio-Medical Applications of Alabama, Inc. Delaware 04-2625090 Bio-Medical Applications of Anacostia, Inc. Delaware 04-2716481 Bio-Medical Applications of Arecibo, Inc. Delaware 04-2740118 Bio-Medical Applications of Arizona, Inc. Delaware 04-2977283 Bio-Medical Applications of Arkansas, Inc. Delaware 04-2505389 Bio-Medical Applications of Bayamon, Inc. Delaware 04-2832066 Bio-Medical Applications of Caguas, Inc. Delaware 04-2739513 Bio-Medical Applications of California, Inc. Delaware 04-3129981 Bio-Medical Applications of Camarillo, Inc. Delaware 04-2957737 Bio-Medical Applications of Capitol Hill, Inc. Delaware 04-2592736 Bio-Medical Applications of Carolina, Inc. Delaware 04-2696241 Bio-Medical Applications of Carson, Inc. Delaware 04-2999484 Bio-Medical Applications of Columbia Heights, Inc. Delaware 04-2583382 Bio-Medical Applications of Connecticut, Inc. Delaware 04-2990950 Bio-Medical Applications of Delaware, Inc. Delaware 04-3183720 Bio-Medical Applications of East Orange, Inc. Delaware 04-2687835 Bio-Medical Applications of Eureka, Inc. Delaware 04-2652260 Bio-Medical Applications of Florida, Inc. Delaware 11-2226338 Bio-Medical Applications of Fremont, Inc. Delaware 04-3033477 Bio-Medical Applications of Fresno,lnc. Delaware 04-3017372 Bio-Medical Applications of Georgia, Inc. Delaware 04-2832065 Bio-Medical Applications of Glendora, Inc. Delaware 04-3002798 Bio-Medical Applications of Guayama, Inc. Delaware 04-2963519 Bio-Medical Applications of Hillside, Inc. Delaware 04-2687843 Bio-Medical Applications of Humacao, Inc. Delaware 04-3039570
Bio-Medical Applications of Illinois, Inc. Delaware 04-2560009 Bio-Medical Applications of Indiana, Inc. Delaware 04-2969825 Bio-Medical Applications of Irvington, Inc. Delaware 04-2687819 Bio-Medical Applications of Jersey City, Inc. Delaware 04-2531570 Bio-Medical Applications of Kansas, Inc. Delaware 04-3291316 Bio-Medical Applications of Kentucky, Inc. Delaware 04-2546968 Bio-Medical Applications of Las Americas, Inc. Delaware 04-2999492 Bio-Medical Applications of Long Beach, Inc. Delaware 04-2516909 Bio-Medical Applications of Los Gatos, Inc. Delaware 04-3033478 Bio-Medical Applications of Louisiana, Inc. Delaware 04-2508242 Bio-Medical Applications of Maine, Inc. Delaware 04-2508244 Bio-Medical Applications of Maryland, Inc. Delaware 04-2553140 Bio-Medical Applications of Massachusetts, Inc. Delaware 04-3088660 Bio-Medical Applications of Mayaguez, Inc. Delaware 04-2594769 Bio-Medical Applications of Michigan, Inc. Delaware 04-2516906 Bio-Medical Applications of Minnesota, Inc. Delaware 04-3376339 Bio-Medical Applications of Mission Hills, Inc. Delaware 04-3061729 Bio-Medical Applications of Mississippi, Inc. Delaware 04-3108559 Bio-Medical Applications of Missouri, Inc. Delaware 04-2975268 Bio-Medical Applications of MLK, Inc. Delaware 04-2879593 Bio-Medical Applications of New Hampshire, Inc. Delaware 04-2944527 Bio-Medical Applications of New Jersey, Inc. Delaware 04-3106961 Bio-Medical Applications of New Mexico, Inc. Delaware 04-2520837 Bio-Medical Applications of North Carolina, Inc. Delaware 04-3085674 Bio-Medical Applications of Northeast, D.C., Inc. Delaware 04-2832070 Bio-Medical Applications of Oakland, Inc. Delaware 04-2553148 Bio-Medical Applications of Ohio, Inc. Delaware 04-3110360 Bio-Medical Applications of Oklahoma, Inc. Delaware 04-3017363 Bio-Medical Applications of Pennsylvania, Inc. Delaware 04-2466383 Bio-Medical Applications of Pine Brook, Inc. Delaware 04-2687837 Bio-Medical Applications of Ponce, Inc. Delaware 04-2521638 Bio-Medical Applications of Puerto Rico, Inc. Delaware 04-3167416 Bio-Medical Applications of Rhode Island, Inc. Delaware 04-2489760 Bio-Medical Applications of Rio Piedras, Inc. Delaware 04-2968308 Bio-Medical Applications of San German, Inc. Delaware 04-2740117 Bio-Medical Applications of San Juan, Inc. Delaware 04-2520840 Bio-Medical Applications of South Carolina, Inc. Delaware 04-2944532 Bio-Medical Applications of Southeast Washington, Inc. Delaware 04-2633086 Bio-Medical Applications of Tennessee, Inc. Delaware 04-3074770 Bio-Medical Applications of Texas, Inc. Delaware 11-2226275 Bio-Medical Applications of The District of Columbia, Inc. Delaware 04-2558118 Bio-Medical Applications of Trenton, Inc. Delaware 04-2545929 Bio-Medical Applications of Ukiah, Inc. Delaware 04-2652266 Bio-Medical Applications of Virginia, Inc. Delaware 04-3054876 Bio-Medical Applications of West Virginia, Inc. Delaware 04-2894956
Bio-Medical Applications of Wisconsin, Inc. Delaware 04-2539147 Bio-Medical Applications of Woonsocket, Inc. Delaware 04-2853785 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 04-3447327 Colorado, Inc.) Fresenius USA, Inc. Massachusetts 04-2550576 Home Intensive Care, Inc. Delaware 61-0892053 National Medical Care, Inc Delaware 04-2835488 Neomedica, Inc Delaware 04-3357803 San Diego Dialysis Services, Inc. Delaware 04-2487762 Spectra East, Inc. Delaware 04-3455945 Spectra Laboratories, Inc. Nevada 94-2825915
STATE OF NEW TRANSFERRING AFFILIATES INCORPORATION FEIN -------------------------------- ------------- ---- (added December 21, 2001) Bio-Medical Applications Home Dialysis Services, Inc. Delaware 04-3017194 Bio-Medical Applications of Blue Springs, Inc Delaware 04-2975267 Bio-Medical Applications of Clinton, Inc. Delaware 04-3112273 Bio-Medical Applications of Dover, Inc. Delaware 04-2944525 Bio-Medical Applications of Essex, Inc. Delaware 04-3031214 Bio-Medical Applications of Fayetteville, Inc. Delaware 04-2944524 Bio-Medical Applications of Hoboken, Inc. Delaware 04-3027026 Bio-Medical Applications of Manchester, Inc. Delaware 04-2969816 Bio-Medical Applications of Nevada, Inc Nevada 93-1087002 Bio-Medical Applications of New York, Inc. Delaware 04-2448922 Bio-Medical Applications of San Antonio, Inc. Delaware 04-3281549 Bio-Medical Applications of South Queens, Inc. Delaware 04-2718440 Con-Med Supply Company, Inc. Illinois 36-3147024 Conejo Valley Dialysis, Inc. California 95-3249390 Dialysis America Alabama, LLC Delaware 04-3441502 Dialysis America Georgia, LLC Delaware 04-3441506 Dialysis Associates of Northern New Jersey, LLC New Jersey 22-3547454 Dialysis Services, Inc. Texas 74-2083988 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 36-3029873 Everest Healthcare Holdings, Inc. Delaware 04-3540082 Everest Healthcare Indiana, Inc. Indiana 36-3575844 Everest Healthcare Ohio, Inc. Ohio 31-1418495 Everest Healthcare Rhode Island, Inc. Delaware 36-4403091 Everest Healthcare Texas Holding Corp Delaware 36-4321504
Everest Healthcare Texas, LP Delaware 36-4321507 Everest Management, Inc. Delaware 36-4338092 Fresenius Management Services, Inc. Delaware 04-2733764 Fresenius USA Home Dialysis, Inc. Delaware 04-3476248 Fresenius USA Marketing, Inc. Delaware 04-3477762 Fresenius USA of Puerto Rico, Inc. Delaware 04-3477759 Fresenius USA Sales, Inc. Massachusetts 04-3444482 Gulf Region Mobile Dialysis, Inc. Delaware 04-2938292 Haemo-Stat, Inc. California 95-3529889 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 36-4206319 Northern New Jersey Dialysis, LLC Delaware 36-4291598 Prime Medical, Inc. Massachusetts 04-3134599 Qualicenters, Inc. Colorado 84-1168893 Renal Scientific Services, Inc. Delaware 04-2508237 Santa Barbara Community Dialysis Center, Inc. California 95-2814241 Terrell Dialysis Center, LLC Delaware 36-4247457 WSKC Dialysis Services, Inc. Illinois 36-2668594
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.