10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarter Ended

September 30, 2005

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-4034

DAVITA INC.

601 Hawaii Street

El Segundo, California 90245

Telephone number (310) 536-2400

Delaware	51-0354549
(State of incorporation)	(I.R.S. Employer Identification No.)

The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.

The Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The Registrant is not a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 31, 2005 there were approximately 101.7 million shares of the Registrant’s common stock (par value $0.001) outstanding.

DAVITA INC.

INDEX

		Page No.
	PART I.    FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Consolidated Statements of Income for the three and nine months ended September 30, 2005 and September 30, 2004	1
	Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004	2
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and September 30, 2004	3
	Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the nine months ended September 30, 2005 and for the year ended December 31, 2004	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
Risk Factors		26
	PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	36
Signature		37

Note: Items 3, 4 and 5 of Part II are omitted because they are not applicable.

i

DAVITA INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(dollars in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Net operating revenues	$	676,820		$	595,531		$	1,935,825		$	1,682,592
Operating expenses and charges:
Patient care costs		457,994			396,909			1,303,297			1,135,477
General and administrative		60,820			50,600			174,939			138,931
Depreciation and amortization		26,372			22,257			77,080			63,454
Provision for uncollectible accounts		12,034			10,520			34,457			29,964
Minority interests and equity income, net		7,262			3,593			17,403			9,814
Total operating expenses and charges		564,482			483,879			1,607,176			1,377,640
Operating income		112,338			111,652			328,649			304,952
Debt expense		(24,297	)		(13,741	)		(66,728	)		(36,635	)
Swap valuation (loss) gain		(1,718	)					4,543
Refinancing charges								(6,872	)
Other income		2,074			1,010			5,777			3,120
Income before income taxes		88,397			98,921			265,369			271,437
Income tax expense		33,180			38,535			100,875			105,785
Net income	$	55,217		$	60,386		$	164,494		$	165,652
Earnings per share:
Basic	$	0.55		$	0.61		$	1.64		$	1.67
Diluted	$	0.53		$	0.59		$	1.58		$	1.61
Weighted average shares:
Basic		101,307,461			99,168,930			100,399,902			98,972,666
Diluted		104,371,789			102,889,781			103,803,975			103,193,267

See notes to condensed consolidated financial statements.

1

DAVITA INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(dollars in thousands, except per share data)

	September 30, 2005			December 31, 2004
ASSETS
Cash and cash equivalents	$	337,196		$	251,979
Accounts receivable, less allowance of $68,379 and $58,166		502,887			462,095
Medicare lab recoveries		1,131
Inventories		36,032			31,843
Other current assets		47,163			44,210
Deferred income taxes		104,772			78,593
Total current assets		1,029,181			868,720
Property and equipment, net		452,033			412,064
Amortizable intangibles, net		83,683			60,719
Investments in third-party dialysis businesses		2,526			3,332
Other long-term assets		44,889			10,898
Goodwill		1,256,223			1,156,226
	$	2,868,535		$	2,511,959
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	99,080		$	96,231
Other liabilities		184,666			157,214
Accrued compensation and benefits		162,219			133,919
Current portion of long-term debt		4,349			53,364
Income taxes payable		20,677			1,007
Total current liabilities		470,991			441,735
Long-term debt		1,360,665			1,322,468
Other long-term liabilities		25,096			22,570
Deferred income taxes		163,491			148,859
Minority interests		75,759			53,193
Commitments and contingencies
Shareholders’ equity:
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued)
Common stock ($0.001 par value, 195,000,000 shares authorized; 134,862,283 shares issued)		135			135
Additional paid-in capital		565,071			542,714
Retained earnings		775,781			611,287
Treasury stock, at cost (33,239,209 and 36,295,339 shares)		(579,455	)		(632,732	)
Accumulated comprehensive income valuations		11,001			1,730
Total shareholders’ equity		772,533			523,134
	$	2,868,535		$	2,511,959

See notes to condensed consolidated financial statements.

2

DAVITA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

	Nine months ended September 30,
	2005			2004
Cash flows from operating activities:
Net income	$	164,494		$	165,652
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		77,080			63,454
Stock options, principally tax benefits		37,021			30,465
Minority interests in income of consolidated subsidiaries		18,225			11,345
Distributions to minority interests		(12,261	)		(6,966	)
Deferred income taxes		(8,950	)		11,831
Refinancing charges		6,872
Swap valuation gains		(4,543	)
Non-cash debt expense		2,397			1,497
(Gain) loss on divestitures		(2,213	)		59
Equity investment income		(822	)		(1,531	)
Changes in operating assets and liabilities, other than from acquisitions and divestitures:
Accounts receivable		(39,953	)		(33,998	)
Medicare lab recoveries		(1,131	)		10,707
Inventories		(2,670	)		5,065
Other current assets		(2,899	)		(755	)
Other long-term assets		(2,134	)		2,109
Accounts payable		2,753			7,773
Accrued compensation and benefits		27,366			22,409
Other current liabilities		27,279			43,360
Income taxes		19,670			136
Other long-term liabilities		(3,371	)		(8	)
Net cash provided by operating activities		302,210			332,604
Cash flows from investing activities:
Additions of property and equipment, net		(97,529	)		(89,872	)
Acquisitions and divestitures, net		(130,113	)		(245,284	)
Investments in and advances to affiliates, net		14,294			4,862
Intangible assets		(779	)		(635	)
Net cash used in investing activities		(214,127	)		(330,929	)
Cash flows from financing activities:
Borrowings		1,742,433			3,123,171
Payments on long-term debt		(1,753,351	)		(2,903,648	)
Deferred financing costs		(30,561	)		(3,934	)
Purchase of treasury stock					(86,559	)
Stock option exercises		38,613			34,580
Net cash (used in) provided by financing activities		(2,866	)		163,610
Net increase in cash and cash equivalents		85,217			165,285
Cash and cash equivalents at beginning of period		251,979			61,657
Cash and cash equivalents at end of period	$	337,196		$	226,942

See notes to condensed consolidated financial statements.

3

DAVITA INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

AND

COMPREHENSIVE INCOME

(unaudited)

(dollars and shares in thousands)

	Common stock			Additional paid-in capital			Retained earnings			Treasury stock					Accumulated comprehensive income (loss) valuations			Total
	Shares	Amount								Shares		Amount
Balance at December 31, 2003	134,806	$	135	$	539,575		$	389,083		(38,052	)	$	(620,998	)	$	(924	)	$	306,871
Comprehensive income:
Net income								222,254											222,254
Unrealized gain on interest rate swaps, net of tax																2,654			2,654
Total comprehensive income																			224,908
Shares issued to employees and others	56				959														959
Restricted stock unit shares issued					(936	)				161			2,629						1,693
Stock options exercised					(39,497	)				4,946			82,177						42,680
Stock options, principally tax benefits					42,770														42,770
Payment of stock split fractional shares and related costs					(157	)		(50	)										(207	)
Treasury stock purchases										(3,350	)		(96,540	)					(96,540	)
Balance at December 31, 2004	134,862		135		542,714			611,287		(36,295	)		(632,732	)		1,730			523,134
Comprehensive income:
Net income								164,494											164,494
Unrealized gain on interest rate swaps, net of tax																13,019			13,019
Less reclassification of net swap valuation gains into net income, net of tax																(3,748	)		(3,748	)
Total comprehensive income																			173,765
Shares issued to employees and others					658					64			1,118						1,776
Restricted stock unit shares issued					(473	)				27			473
Stock options exercised					(14,849	)				2,965			51,686						36,837
Stock options, principally tax benefits					37,021														37,021
Balance at September 30, 2005	134,862	$	135	$	565,071		$	775,781		(33,239	)	$	(579,455	)	$	11,001		$	772,533

See notes to condensed consolidated financial statements.

4

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars in thousands, except per share data)

Unless otherwise indicated in this Quarterly Report on Form 10-Q “the Company”, “we”, “us”, “our” and similar terms refer to DaVita Inc. and its consolidated subsidiaries.

1. Condensed consolidated interim financial statements

The condensed consolidated interim financial statements included in this report are prepared by the Company without audit. In the opinion of management, all adjustments consisting only of normal recurring items necessary for a fair presentation of the results of operations are reflected in these consolidated interim financial statements. All significant intercompany accounts and transactions have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions underlying these financial statements and accompanying notes generally involve revenue recognition and provisions for uncollectible accounts, impairments and valuation adjustments, accounting for income taxes and variable compensation accruals. The results of operations for the nine months ended September 30, 2005 are not necessarily indicative of the operating results for the full year. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

Stock-based compensation

If the Company had adopted the fair value-based compensation expense provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123 upon the issuance of that standard, net earnings and net earnings per share would have been adjusted to the pro forma amounts indicated below (shares in 000’s):

Pro forma - As if all stock options were expensed	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Net income:
As reported	$	55,217		$	60,386		$	164,494		$	165,652
Add: Stock-based employee compensation expense included in reported net income, net of tax		458			360			1,612			799
Deduct: Total stock-based employee compensation expense under the fair value-based method, net of tax		(2,650	)		(2,758	)		(8,847	)		(7,174	)
Pro forma net income	$	53,025		$	57,988		$	157,259		$	159,277
Pro forma basic earnings per share:
Pro forma net income for basic earnings per share calculation	$	53,025		$	57,988		$	157,259		$	159,277
Weighted average shares outstanding		101,258			99,135			100,351			98,939
Vested restricted stock units		49			34			49			34
Weighted average shares for basic earnings per share calculation		101,307			99,169			100,400			98,973
Basic net income per share—Pro forma	$	0.52		$	0.58		$	1.57		$	1.61
Basic net income per share—As reported	$	0.55		$	0.61		$	1.64		$	1.67

5

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Pro forma - As if all stock options were expensed	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Pro forma diluted earnings per share:
Pro forma net income for diluted earnings per share calculation	$	53,025	$	57,988	$	157,259	$	159,277
Weighted average shares outstanding		101,258		99,135		100,351		98,939
Vested restricted stock units		49		34		49		34
Assumed incremental shares from stock plans		2,940		3,737		3,241		4,327
Weighted average shares for diluted earnings per share calculation		104,247		102,906		103,641		103,300
Diluted net income per share—Pro forma	$	0.51	$	0.56	$	1.52	$	1.54
Diluted net income per share—As reported	$	0.53	$	0.59	$	1.58	$	1.61

2. Earnings per share

Basic and diluted earnings per share are calculated as follows (shares in 000’s):

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Basic:
Net income	$	55,217	$	60,386	$	164,494	$	165,652
Weighted average shares outstanding during the period		101,258		99,135		100,351		98,939
Vested restricted stock units		49		34		49		34
Weighted average shares for basic earnings per share calculations		101,307		99,169		100,400		98,973
Basic net income per share	$	0.55	$	0.61	$	1.64	$	1.67
Diluted:
Net income for diluted earnings per share calculations	$	55,217	$	60,386	$	164,494	$	165,652
Weighted average shares outstanding during the period		101,258		99,135		100,351		98,939
Vested restricted stock units		49		34		49		34
Assumed incremental shares from stock plans		3,065		3,721		3,404		4,221
Weighted average shares for diluted earnings per share calculations		104,372		102,890		103,804		103,194
Diluted net income per share	$	0.53	$	0.59	$	1.58	$	1.61

6

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Shares associated with stock options that have exercise prices greater than the average market price of shares outstanding during the period were not included in the computation of diluted earnings per share because they were anti-dilutive. These excluded shares were as follows:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Stock option shares not included in computation (shares in 000’s)		62		1,281		1,658		794
Exercise price range of shares not included in computation:
Low	$	46.18	$	29.98	$	43.86	$	29.85
High	$	47.75	$	33.35	$	47.75	$	33.35

3. Long-term debt

Long-term debt was comprised of the following:

	September 30, 2005			December 31, 2004
Senior notes due 2013	$	500,000
Senior subordinated notes due 2015		850,000
Term loan A				$	84,507
Term loan B					1,024,668
Term loan C					249,375
Capital lease obligations		7,598			8,863
Acquisition obligations and other notes payable		7,416			8,419
		1,365,014			1,375,832
Less current portion		(4,349	)		(53,364	)
	$	1,360,665		$	1,322,468

Scheduled maturities of long-term debt at September 30, 2005 were as follows:

2005	$	634
2006		4,350
2007		4,296
2008		1,779
2009		1,380
2010		544
Thereafter		1,352,031

On October 5, 2005, the Company entered into a new credit agreement allowing for borrowings of up to $3,050,000. The facilities under the credit agreement consist of a $250,000 six-year revolving credit facility, a $350,000 six-year term loan A facility and a $2,450,000 seven-year term loan B facility (the Facilities). Existing borrowings under the Facilities bear interest at LIBOR plus margins initially ranging from 2.00% to 2.25%. The margins are subject to adjustment depending upon the Company achieving certain financial ratios and can range from 1.50% to 2.25% for the revolving credit facility and term loan A, and 2.00% to 2.25% for the term loan B. The Facilities are guaranteed by substantially all of the Company’s direct and indirect wholly-owned subsidiaries

7

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

and are secured by substantially all of the Company’s and its subsidiary guarantors’ assets. The credit agreement also contains customary affirmative and negative covenants and requires compliance with financial covenants, including a leverage ratio and an interest coverage ratio that determine the interest rate margins as described above. The aggregate amount of the Facilities may be increased by up to $500,000 as long as no default exists or would result from such increase and the Company remains in compliance with the financial covenants after such increase. Such additional loans would be on substantially the same terms as the original borrowings under the Facilities.

The term loan A requires annual principal payments of $35,000 in the first two years, $52,500 in years three and four and $87,500 in years five and six, maturing in October 2011. The term loan B requires annual principal payments of $24,500 in years one through six and $2,303,000 in year seven, maturing in October 2012.

On October 5, 2005, the Company borrowed $2,850,000 under the Facilities ($50,000 on the revolving credit facility, $350,000 on the term loan A and $2,450,000 on the term loan B), and used these borrowings, along with available cash of $252,000 to purchase Gambro Healthcare and pay related bank fees and expenses of approximately $47,000 and to pay fees and expenses in connection with terminating the Company’s then existing credit facility. On October 7, 2005, the Company repaid the $50,000 of the revolving credit facility with proceeds from the sale of the divested centers, as discussed in Note 7.

On March 22, 2005, the Company issued $500,000 of 6 ⁵/8% senior notes due 2013 and $850,000 of 7 ¹/4% senior subordinated notes due 2015 and incurred related deferred financing costs of $28,600. The notes are guaranteed by substantially all of the Company’s direct and indirect wholly-owned subsidiaries, including after the acquisition Gambro Healthcare and its direct and indirect wholly-owned subsidiaries, and require semi-annual interest payments. The Company may redeem some or all of the senior notes at any time on or after March 15, 2009 and some or all of the senior subordinated notes at any time on or after March 15, 2010. The Company used the net proceeds of $1,323,000 along with available cash of $46,000 to repay all outstanding amounts under the term loan portions of the Company’s then existing credit facilities (Term Loans), including accrued interest.

In conjunction with the repayment of the Term Loans during the first quarter of 2005, the Company wrote-off deferred financing costs of $6,872, and reclassified into net income $8,068 of swap valuation gains that were previously recorded in other comprehensive income. These gains represented the accumulated fair value of three interest rate swap instruments that were no longer effective as cash flow hedges as a result of the repayment of the Term Loans. In April 2005, these swaps were redesignated as forward cash flow hedges with gains or losses from changes in the fair value expected to be reported in other comprehensive income for all payment periods beginning after July 1, 2005. During the second quarter of 2005, the Company recorded a net loss of $2,131 related to portions of these swaps that were not effective as interest rate hedges during the quarter.

During the third quarter of 2005, additional portions of the Company’s various interest rate swap agreements that were previously designated and expected to be effective forward cash flow hedges became ineffective as a result of the Company not having any variable rate LIBOR-based interest payments during this period. This resulted in a net charge of $1,718 to net income, including the reclassification into income of $1,974 of swap valuation losses that were previously recorded in other comprehensive income. The swap payment periods beginning after October 2005 are expected to be highly effective as cash flow hedges with gains or losses from changes in their fair values to be reported in other comprehensive income.

As of September 30, 2005, the Company maintained a total of nine amortizing notional interest rate swap agreements totaling $1,595,000. These agreements require the Company to pay fixed interest rates ranging from

8

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

3.08% to 4.2675% and to receive LIBOR. The agreements expire in 2008 through 2010. Interest payments are due quarterly and the Company incurred net cash obligations of $2,362 during the first nine months of 2005, $901 of which is included in debt expense and $1,461 of which is included in swap valuation gain or (loss). As of September 30, 2005, the total fair value of these swaps was an asset of $22,600. The Company recorded $13,019, net of tax, of additional comprehensive income for the change in fair value of the effective portions of these swaps during the first nine months of 2005.

Total comprehensive income for the three and nine months ended September 30, 2005 was $67,549 and $173,765 respectively, including other comprehensive income valuation gains during these periods of $12,332 and $9,271, respectively, net of tax.

Total comprehensive income for the three and nine months ended September 30, 2004 was $57,840 and $166,216 respectively, including other comprehensive income valuation gains (losses) during these periods of $(2,546) and $564, respectively, net of tax.

At September 30, 2005, the Company’s overall average effective interest rate was 7.05%.

As of October 31, 2005, the Company had approximately 55% of its variable rate debt and approximately 70% of its total debt economically fixed after obtaining the Facilities as discussed above. The Company has undrawn revolving credit facilities totaling $250,000 of which approximately $50,000 was committed for outstanding letters of credit.

4. Significant new accounting standard

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123R, Share-Based Payment, which amends FASB Statements No. 123 and 95 and supersedes APB Opinion No. 25 Accounting for Stock Issued to Employees. This standard requires a company to measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, based on the grant-date fair value of the award and to recognize such cost over the requisite period during which an employee provides service. The grant-date fair value will be determined using option-pricing models adjusted for unique characteristics of the equity instruments. The standard also addresses the accounting for transactions in which a company incurs liabilities in exchange for goods or services that are based on the fair value of the company’s equity instruments or that may be settled through the issuance of such equity instruments. The standard does not change the accounting for transactions in which a company issues equity instruments for services to non-employees or the accounting for employee stock ownership plans. This standard was originally to become effective for the Company at the beginning of the third quarter of 2005. However, on April 14, 2005, the Securities and Exchange Commission amended the compliance dates of the standard and the required implementation date for the Company is now the beginning of 2006. The Company expects the impact of this standard will be a reduction to operating income of less than 5%.

5. Contingencies

The majority of the Company’s revenues are from government programs and may be subject to adjustment as a result of: (1) examination by government agencies or contractors, for which the resolution of any matters raised may take extended periods of time to finalize; (2) differing interpretations of government regulations by

9

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

different fiscal intermediaries or regulatory authorities; (3) differing opinions regarding a patient’s medical diagnosis or the medical necessity of services provided; (4) retroactive applications or interpretations of governmental requirements, and (5) potential claims for refunds from private payors as a result of government actions.

United States Attorney inquiries

On March 4, 2005, the Company received a subpoena from the United States Attorney’s Office for the Eastern District of Missouri in St. Louis. The subpoena requires production of a wide range of documents relating to the Company’s operations, including documents related to, among other things, pharmaceutical and other services provided to patients, relationships with pharmaceutical companies, financial relationships with physicians and joint ventures. The subpoena covers the period from December 1, 1996 through the present. The subject matter of this subpoena significantly overlaps with the subject matter of the investigation being conducted by the United States Attorney’s Office for the Eastern District of Pennsylvania. The Company has met with representatives of the government to discuss the scope of the subpoena and is in the process of producing responsive documents. The Company intends to cooperate with the government’s investigation. The subpoena has been issued in connection with a joint civil and criminal investigation. To the Company’s knowledge, no proceedings have been initiated against the Company at this time, although the Company cannot predict whether or when proceedings might be initiated or when these matters may be resolved. Compliance with the subpoena will require management attention and legal expense. In addition, criminal proceedings may be initiated against the Company in connection with this inquiry. Any negative findings could result in substantial financial penalties against the Company, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties.

On October 25, 2004, the Company received a subpoena from the United States Attorney’s office for the Eastern District of New York in Brooklyn. The subpoena covers the period from 1996 to present and requires the production of a wide range of documents relating to the operations of the Company, including DaVita Laboratory Services. The subpoena also includes specific requests for documents relating to testing for parathyroid hormone levels (PTH) and to products relating to vitamin D therapies. The Company believes that the subpoena has been issued in connection with a joint civil and criminal investigation. Other participants in the dialysis industry received a similar subpoena, including Fresenius Medical Group, Renal Care Group and the Company’s recently acquired subsidiary, DVA Renal Healthcare, Inc. (formally known as Gambro Healthcare, Inc.). To the Company’s knowledge, no proceedings have been initiated against the Company or DVA Renal Healthcare at this time. Compliance with the subpoenas will require management attention and legal expense. The Company cannot predict whether legal proceedings will be initiated against the Company or DVA Renal Healthcare relating to this investigation or, if proceedings are initiated, the outcome of any such proceedings. In addition, criminal proceedings may be initiated against the Company or DVA Renal Healthcare in connection with this inquiry. Any negative findings could result in substantial financial penalties against the Company and DVA Renal Healthcare, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties.

In February 2001, the Civil Division of the United States Attorney’s Office for the Eastern District of Pennsylvania in Philadelphia contacted the Company and requested its cooperation in a review of some of the Company’s historical practices, including billing and other operating procedures and its financial relationships with physicians. The Company cooperated in this review and provided the requested records to the United States Attorney’s Office. In May 2002, the Company received a subpoena from the U.S. Attorney’s Office and the Philadelphia office of the Office of Inspector General of the Department of Health and Human Services (OIG). The subpoena requires an update to the information the Company provided in its response to the February 2001

10

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

request, and also seeks a wide range of documents relating to pharmaceutical and other ancillary services provided to patients, including laboratory and other diagnostic testing services, as well as documents relating to the Company’s financial relationships with physicians and pharmaceutical companies. The subpoena covers the period from May 1996 to May 2002. The Company has provided the documents requested and continues to cooperate with the United States Attorney’s Office and the OIG in its investigation. If this review proceeds, the government could expand its areas of concern. Any negative findings could result in substantial financial penalties against the Company and exclusion from future participation in the Medicare and Medicaid programs.

In June 2004, DVA Renal Healthcare (formerly known as Gambro Healthcare) was served with a complaint filed in the Superior Court of California by one of its former employees that worked for its California acute services program. The complaint, which is styled as a class action, alleges, among other things, that DVA Renal Healthcare failed to provide overtime wages, defined rest periods and meal periods, or compensation in lieu of such provisions and failed to comply with certain other California labor code requirements. The Company is evaluating the claims and intends to vigorously defend itself in the matter. It also intends to vigorously oppose the certification of this matter as a class action. At this time, the Company cannot estimate the range of damages, if any.

On August 8, 2005, Blue Cross/Blue Shield of Louisiana filed a complaint in the United States District Court for the Western District of Louisiana against Gambro AB, DVA Renal Healthcare, Inc. (formerly known as Gambro Healthcare) and related entities. The plaintiff seeks to bring its claims as a class action on behalf of itself and all entities that paid any of the defendants for health care goods and services from on or about January 1991 through at least December 2004. The complaint, alleges, among other things, damages resulting from facts and circumstances underlying Gambro Healthcare’s December 2004 settlement agreement with the Department of Justice and certain agencies of the United States Government. The Company is investigating these claims and intends to vigorously defend itself in the matter. It also intends to vigorously oppose the certification of this matter as a class action. At this time, the Company cannot estimate the range of damages, if any.

Other

In addition to the foregoing, the Company is subject to claims and suits in the ordinary course of business, including from time to time, contractual disputes and professional and general liability claims. The Company may also be subject to additional claims by commercial payors and other third parties relating to billing practices and, subsequent to the acquisition, other matters covered by the Gambro Healthcare settlement agreement with the Department of Justice. The Company believes that the ultimate resolution of any such pending proceedings, whether the underlying claims are covered by insurance or not, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

6. Other commitments

The Company has obligations to purchase the interests of its partners in several joint ventures. These obligations are in the form of put options, exercisable at the third-party owners’ discretion, and require the Company to purchase the partners’ interests at either the appraised fair market value or a predetermined multiple of cash flow or earnings. As of September 30, 2005, the Company’s potential obligations under these put options totaled approximately $131,000, of which approximately $68,000 was exercisable within one year. Additionally, the Company has certain other potential working capital commitments relating to managed and minority-owned centers of approximately $15,000.

11

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

The Company is obligated under mandatorily redeemable instruments in connection with certain consolidated partnerships. Future distributions may be required for the minority partner’s interests in limited-life entities which dissolve after terms of ten to fifty years. As of September 30, 2005, such distributions would be valued below the related minority interests balances in the consolidated financial statements. See Note 7 for additional commitments related to the Gambro Healthcare acquisition.

7. Acquisitions

Acquisition of Gambro Healthcare, Inc.

On October 5, 2005, the Company completed its acquisition of Gambro Healthcare under the Stock Purchase Agreement dated December 6, 2004, for $3,055,000 subject to final price adjustments. Gambro Healthcare was one of the largest dialysis service providers in the United States. The purchase price reflects (i) the cash purchase price of approximately $1,800,000 for all of the outstanding common stock and (ii) the assumption and payment of approximately $1,255,000 of Gambro Healthcare indebtedness. The Company has also incurred approximately $12,000 in related acquisition costs through September 30, 2005, and additional transaction and severance costs will be incurred. In addition, if the Company makes an election pursuant to section 338(h)(10) of the Internal Revenue Code as permitted under the Stock Purchase Agreement, the Company would be required to make an additional cash payment to Gambro Inc., which the Company currently estimates at approximately $150,000 to $170,000. Immediately following the Company’s acquisition of Gambro Healthcare, Inc., the name of the newly-acquired subsidiary was changed to DVA Renal Healthcare, Inc.

The following table summarizes the Company’s initial estimate of the fair values of assets acquired and liabilities assumed at the date of acquisition, but excludes transaction costs. These valuations are preliminary, and the Company is currently in process of obtaining information necessary to determine these valuations, including obtaining third-party valuations of certain long-term assets, including intangible assets. As such, this preliminary purchase price allocation is subject to material change:

Current assets	$	500,000
Property and equipment, net		290,000
Other long-term assets		145,000
Goodwill		2,605,000
Current liabilities—assumed		(280,000	)
Product supply agreement		(165,000	)
Other long-term liabilities		(40,000	)
Total purchase costs	$	3,055,000

The other long-term assets include an estimate of approximately $87,000 for a non-compete agreement with Gambro AB. The Alliance and Product Supply Agreement, discussed below, was estimated at approximately $(165,000). Of the total amount of goodwill, approximately $350,000 is expected to be deductible for tax purposes over the next 15 years.

The operating results of DVA Renal Healthcare, Inc. (formerly known as Gambro Healthcare, Inc.) will be included in the Company’s financial statements beginning in October 2005.

In conjunction with the acquisition, the Company assumed all of Gambro Healthcare’s debt obligations, consisting principally of intercompany debt paid at closing, as well as its commitments associated with operating

12

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

leases, letters of credit and investments in third-party dialysis businesses in the form of put options. These put option obligations are exercisable at the minority owners’ discretion, and require the Company to purchase the minority owners’ interest at either the appraised fair market value or a predetermined multiple of cash flow, earnings, or revenues. At the date of acquisition, Gambro Healthcare had total operating lease commitments of approximately $345,000 expiring within the next 10 years, letters of credit of approximately $27,000, and total potential obligations under the put options of approximately $30,000, all of which were exercisable within one year.

In conjunction with the acquisition, the Company entered into an Alliance and Product Supply Agreement (the Supply Agreement) with Gambro AB and Gambro Renal Products, Inc. The Supply Agreement has an initial term of seven years and will automatically renew for three additional one-year periods, if the Company has not negotiated the terms of an extension during the initial term period. Under the Supply Agreement, the Company is committed to purchase a significant majority of its hemodialysis products, supplies and equipment at fixed prices. For the twelve months ended December 31, 2004 and for the first nine months of 2005, the Company’s total spending on such items was approximately 8% of its total operating costs. Because the Supply Agreement will result in higher costs for most of the products covered by the Supply Agreement than would be otherwise available to the Company, the Supply Agreement represents an intangible liability valued at $165,000, which will be amortized over the term of the Supply Agreement.

In accordance with a consent order issued by the Federal Trade Commission on October 4, 2005, the Company was required to divest a total of 69 outpatient dialysis centers and to terminate two management services agreements. In conjunction with the consent order, on October 6, 2005, the Company and Gambro Healthcare completed the sale of 70 outpatient renal dialysis centers to Renal Advantage Inc., formerly known as RenalAmerica, Inc. The sale of an additional three centers, also to Renal Advantage, will be made upon receipt of Illinois State regulatory approval. The Company also completed the sale of one other center to a separate physician group, and terminated two management services agreements. The Company is receiving total cash consideration of approximately $328,000 for all of the centers being divested, subject to post-closing adjustments, taxes on the sale of approximately $95,000 and the purchase of the minority interest ownership at several centers that were part of a joint venture. As part of this transaction, Renal Advantage will assume specified liabilities related to the centers and all other liabilities will be retained by the Company.

The total number of centers being divested account for approximately 6% of 2004 annual revenues pro forma for the Gambro Healthcare acquisition. The centers sold will be accounted for as discontinued operations beginning in the fourth quarter of 2005. As a result of the divestitures in the fourth quarter of 2005, the Company expects to reduce its income tax valuation allowance relating to prior years’ capital losses. Any such valuation adjustments will not affect cash flow due to an alternative tax strategy previously implemented.

Other Acquisitions

In the first nine months of 2005, the Company acquired dialysis businesses consisting of 42 centers, for a total of $121,725 in cash and deferred purchase price obligations. The assets and liabilities for all acquisitions were recorded at their estimated fair market values at the dates of the acquisitions and are included in the Company’s financial statements and operating results from the designated effective date of the acquisitions.

13

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

The initial purchase price allocations are recorded at fair values based upon the best information available for the acquired business and are finalized when identified pre-acquisition contingencies have been resolved and other information arranged to be obtained has been received.

The total purchase cost allocations were as follows:

	Nine months ended September 30, 2005
Tangible assets	$	13,993
Amortizable intangible assets		10,748
Goodwill		101,405
Liabilities assumed		(383	)
Minority interests assumed		(4,038	)
Total purchase costs	$	121,725

The amortizable intangible assets are amortized using the straight-line method over a weighted-average amortization period of ten years. The goodwill associated with these acquisitions is expected to be deductible for tax purposes over a period of 15 years.

8. Voluntary Deferral Plan

On October 5, 2005, the Company’s Board of Directors approved the adoption of the DaVita Voluntary Deferral Plan (the Plan). The Plan is non-qualified and permits certain employees designated by the Plan administrator whose annualized base salary equals or exceeds a minimum annual threshold amount as set by the Company to elect to defer all or a portion of their annual bonus payment and currently up to 15% of their base salary into a deferral account maintained by the Company. Effective January 1, 2006, the deferral percentage will increase to up to 50% of a participant’s base salary. Deferral amounts are generally paid out in cash at the participant’s election either in the first or second year following retirement or at least three to four years after the deferral election was effective.

9. Condensed consolidating financial statements

The following information is presented in accordance with Rule 3-10 of Regulation S-X. The operating and investing activities of the separate legal entities included in the consolidated financial statements are fully interdependent and integrated. Revenues and operating expenses of the separate legal entities include intercompany charges for management and other services. The senior notes and the senior subordinated notes were issued by the Company and are guaranteed by substantially all of the Company’s direct and indirect wholly-owned subsidiaries. Each of the guarantor subsidiaries has guaranteed the notes on a joint and several, full and unconditional basis. Non-wholly-owned subsidiaries, joint ventures, partnerships and third parties are not guarantors of these obligations.

14

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Statements of Income

For the nine months ended September 30, 2005	DaVita Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Total
Net operating revenues	$	127,057		$	1,604,396	$	325,685	$	(121,313	)	$	1,935,825
Operating expenses		72,665			1,381,681		256,740		(121,313	)		1,589,773
Minority interests									17,403			17,403
Operating income		54,392			222,715		68,945		(17,403	)		328,649
Debt expense, refinancing charges and swap gains, net		3,094			64,216		1,747					69,057
Other income		5,777										5,777
Income tax expense		21,689			78,647		539					100,875
Equity earnings in subsidiaries		129,108			49,256				(178,364	)		—
Net income	$	164,494		$	129,108	$	66,659	$	(195,767	)	$	164,494
For the nine months ended September 30, 2004
Net operating revenues	$	111,270		$	1,459,037	$	218,175	$	(105,890	)	$	1,682,592
Operating expenses		63,698			1,239,582		170,436		(105,890	)		1,367,826
Minority interests									9,814			9,814
Operating income		47,572			219,455		47,739		(9,814	)		304,952
Debt expense (income)		(5,353	)		40,540		1,448					36,635
Other income		3,120										3,120
Income tax expense		20,849			84,432		504					105,785
Equity earnings in subsidiaries		130,456			35,973				(166,429	)		—
Net income	$	165,652		$	130,456	$	45,787	$	(176,243	)	$	165,652
For the three months ended September 30, 2005	DaVita Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Total
Net operating revenues	$	43,384		$	541,703	$	133,179	$	(41,446	)	$	676,820
Operating expenses		25,026			474,700		98,940		(41,446	)		557,220
Minority interests									7,262			7,262
Operating income		18,358			67,003		34,239		(7,262	)		112,338
Debt expense, refinancing charges and swap losses, net		5,047			20,429		539					26,015
Other income		2,074										2,074
Income tax expense		5,930			27,077		173					33,180
Equity earnings in subsidiaries		45,762			26,265				(72,027	)		—
Net income	$	55,217		$	45,762	$	33,527	$	(79,289	)	$	55,217
For the three months ended September 30, 2004
Net operating revenues	$	38,887		$	517,407	$	76,126	$	(36,889	)	$	595,531
Operating expenses		22,906			433,930		60,339		(36,889	)		480,286
Minority interests									3,593			3,593
Operating income		15,981			83,477		15,787		(3,593	)		111,652
Debt expense (income)		(2,009	)		15,371		379					13,741
Other income		1,010										1,010
Income tax expense		7,068			31,377		90					38,535
Equity earnings in subsidiaries		48,454			11,725				(60,179	)		—
Net income	$	60,386		$	48,454	$	15,318	$	(63,772	)	$	60,386

15

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Balance Sheets

As of September 30, 2005	DaVita Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Total
Cash and cash equivalents	$	337,196								$	337,196
Accounts receivable, net			$	414,174	$	88,713					502,887
Other current assets		5,245		175,552		8,301					189,098
Total current assets		342,441		589,726		97,014					1,029,181
Property and equipment, net		26,350		329,399		96,284					452,033
Amortizable intangible, net		30,009		50,119		3,555					83,683
Investments in subsidiaries		1,187,954		314,985			$	(1,502,939	)		—
Receivables from subsidiaries		780,263				6,356		(786,619	)		—
Other long-term assets and investments		24,269		13,679		9,467					47,415
Goodwill				1,056,583		199,640					1,256,223
Total assets	$	2,391,286	$	2,354,491	$	412,316	$	(2,289,558	)	$	2,868,535
Current liabilities	$	101,378	$	356,819	$	12,794				$	470,991
Payables to parent				786,619			$	(786,619	)		—
Long-term debt and other long-term liabilities		1,517,375		23,099		8,778					1,549,252
Minority interests								75,759			75,759
Shareholders’ equity		772,533		1,187,954		390,744		(1,578,698	)		772,533
Total liabilities and shareholders’ equity	$	2,391,286	$	2,354,491	$	412,316	$	(2,289,558	)	$	2,868,535
As of December 31, 2004
Cash and cash equivalents	$	251,979								$	251,979
Accounts receivable, net			$	403,283	$	58,812					462,095
Other current assets		2,465		146,387		5,794					154,646
Total current assets		254,444		549,670		64,606					868,720
Property and equipment, net		29,928		312,521		69,615					412,064
Amortizable intangible assets, net		8,850		47,766		4,103					60,719
Investments in subsidiaries		995,535		226,950			$	(1,222,485	)		—
Receivables from subsidiaries		808,572						(808,572	)		—
Other long-term assets and investments		3,500		10,701		29					14,230
Goodwill				982,591		173,635					1,156,226
Total assets	$	2,100,829	$	2,130,199	$	311,988	$	(2,031,057	)	$	2,511,959
Current liabilities	$	101,723	$	333,412	$	6,600				$	441,735
Payables to parent				793,399		15,173	$	(808,572	)		—
Long-term debt and other long-term liabilities		1,475,972		7,853		10,072					1,493,897
Minority interests								53,193			53,193
Shareholders’ equity		523,134		995,535		280,143		(1,275,678	)		523,134
Total liabilities and shareholders’ equity	$	2,100,829	$	2,130,199	$	311,988	$	(2,031,057	)	$	2,511,959

16

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 30, 2005	DaVita Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Cash flows from operating activities
Net income	$	164,494		$	129,108		$	66,659		$	(195,767	)	$	164,494
Changes in operating and intercompany assets and liabilities and non cash items included in net income		(76,623	)		107,177			(88,605	)		195,767			137,716
Net cash provided by (used in) operating activities		87,871			236,285			(21,946	)		—			302,210
Cash flows from investing activities
Additions of property and equipment, net		(1,958	)		(57,689	)		(37,882	)					(97,529	)
Acquisitions and divestitures, net					(130,113	)								(130,113	)
Other items					(44,321	)		57,836						13,515
Net cash (used in) provided by investing activities		(1,958	)		(232,123	)		19,954						(214,127	)
Cash flows from financing activities
Long-term debt		(8,748	)		(4,162	)		1,992						(10,918	)
Other items		8,052												8,052
Net cash (used in) provided by financing activities		(696	)		(4,162	)		1,992						(2,866	)
Net increase in cash and cash equivalents		85,217			—			—			—			85,217
Cash and cash equivalents at beginning of period		251,979												251,979
Cash and cash equivalents at end of period	$	337,196		$	—		$	—		$	—		$	337,196
For the nine months ended September 30, 2004
Cash flows from operating activities
Net income	$	165,652		$	130,456		$	45,787		$	(176,243	)	$	165,652
Changes in operating and intercompany assets and liabilities and non cash items included in net income		(156,612	)		186,437			(39,116	)		176,243			166,952
Net cash provided by operating activities		9,040			316,893			6,671			—			332,604
Cash flows from investing activities
Additions of property and equipment, net		(3,097	)		(67,606	)		(19,169	)					(89,872	)
Acquisitions and divestitures, net					(245,284	)								(245,284	)
Other items					(3,419	)		7,646						4,227
Net cash used in investing activities		(3,097	)		(316,309	)		(11,523	)					(330,929	)
Cash flows from financing activities
Long-term debt		215,255			(584	)		4,852						219,523
Other items		(55,913	)											(55,913	)
Net cash provided by (used in) financing activities		159,342			(584	)		4,852						163,610
Net increase in cash and cash equivalents		165,285			—			—			—			165,285
Cash and cash equivalents at beginning of period		61,657												61,657
Cash and cash equivalents at end of period	$	226,942		$	—		$	—		$	—		$	226,942

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward looking statements

This Quarterly Report on Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws. All statements that do not concern historical facts are forward-looking statements and include, among other things, statements about our expectations, beliefs, intentions and/or strategies for the future. These forward-looking statements include statements regarding our future operations, financial condition and prospects, expectations for treatment growth rates, revenue per treatment, expense growth, levels of the provision for uncollectible accounts receivable, operating income, cash flow, capital expenditures, the impact of the Gambro Healthcare acquisition and our level of indebtedness on our financial performance, including EPS, anticipated integration costs, the estimated amounts of the additional payment to Gambro Inc. if we make an election under 338(h)(10) of the Internal Revenue Code and the estimated impact of FASB Statement No. 123R. These statements involve substantial known and unknown risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements, including, but not limited to, risks resulting from the regulatory environment in which we operate, economic and market conditions, competitive activities, other business conditions, accounting estimates, the concentration of profits generated from preferred provider organizations (PPO) and private indemnity patients, possible reductions in private and government reimbursement rates, changes in pharmaceutical practice patterns or reimbursement policies, our ability to maintain contracts with physician medical directors, legal compliance risks, including our continued compliance with complex government regulations and the ongoing review by the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG, the subpoena from the U.S. Attorney’s Office for the Eastern District of New York, the subpoena from the U.S. Attorney’s Office for the Eastern District of Missouri, our ability to cause Gambro Healthcare to comply with its corporate integrity agreement, our ability to complete and integrate acquisitions of businesses, including Gambro Healthcare and the risk factors set forth in this Quarterly Report on Form 10-Q. We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise these statements, whether as a result of changes in underlying factors, new information, future events or otherwise.

Results of operations

For the quarter ended September 30, 2005, we experienced no significant changes in our business fundamentals. Our operating results for the third quarter of 2005 compared with the prior sequential quarter and the same quarter of last year were as follows:

	Quarter ended
	September 30, 2005				June 30, 2005				September 30, 2004
	(dollar amounts rounded to nearest million, except per treatment data)
Current period net operating revenues	$	676	100	%	$	646	100	%	$	587	100	%
Prior years’ Medicare lab recoveries		1				3				8
Total net operating revenues		677				649				595
Operating expenses and charges:
Patient care costs		458	68	%		435	67	%		397	68	%
General and administrative		61	9	%		60	9	%		51	9	%
Depreciation and amortization		26	4	%		26	4	%		22	4	%
Provision for uncollectible accounts		12	2	%		12	2	%		10	2	%
Minority interest and equity income, net		7	1	%		6	1	%		4	1	%
Total operating expenses and charges		564	84	%		539	83	%		484	82	%
Operating income, including prior years’ Medicare lab recoveries	$	112			$	110			$	112
Dialysis treatments		2,037,584				1,964,098				1,804,534
Average dialysis treatments per treatment day		25,792				25,181				22,842
Average dialysis revenue per dialysis treatment	$	316			$	313			$	314

18

Net Operating Revenues

Current period net operating revenues. Current period net operating revenues for the third quarter of 2005 increased approximately $88 million, or approximately 15%, compared with the third quarter of 2004. An increase in the number of dialysis treatments accounted for approximately 12.5% of the total 15% increase in revenue, and the balance was due to an increase in the average revenue per treatment and additional lab, management fees and ancillary revenue. The increase in the number of dialysis treatments was attributable to non-acquired annual treatment growth of approximately 5.2% and growth through acquisitions of 7.3%. The average dialysis revenue per treatment (excluding lab, management fees and ancillary revenue) was approximately $316 for the third quarter of 2005 as compared to $314 for the third quarter of 2004. The higher revenue per treatment was due primarily to favorable mix of private payors price adjustments, partially offset by decreases in the intensity of physician prescribed pharmaceuticals.

Compared with the second quarter of 2005, current period net operating revenues for the third quarter of 2005 increased by approximately $30 million or approximately 5%. An increase in the number of dialysis treatments accounted for approximately 4% of the total 5% increase in revenue, with the balance due principally to an increase in revenue per treatment. The increase in the number of dialysis treatments was primarily attributable to same-center growth and an additional treatment day during the third quarter of 2005. The $3 increase in revenue per treatment was due primarily to favorable mix of private payors price adjustments, partially offset by decreases in the intensity of physician prescribed pharmaceuticals.

Florida laboratory. During the third quarter of 2005, we recognized $1.1 million in prior years’ Medicare lab recoveries that were previously in dispute related to lab services in 2001 and 2002. As of September 30, 2005, there are no significant unresolved Medicare lab billings issues. During the last three years we have received approximately $95 million in Medicare lab recoveries related to prior years’ billings previously in dispute.

Operating Expenses and Charges

Patient care costs. Patient care costs were approximately 68% of current net operating revenues for the third quarter of 2005, as compared to 67% and 68% for the second quarter of 2005 and third quarter of 2004 respectively. On a per-treatment basis, patient care costs increased approximately $5 compared with the third quarter of 2004 and increased approximately $3 compared with the second quarter of 2005. The increase in the third quarter of 2005, as compared to both the third quarter of 2004 and the second quarter of 2005, was primarily due to higher labor and benefit costs, and included the impact of the hurricanes.

General and administrative expenses. General and administrative expenses were 9.0% of current net operating revenues for the third quarter of 2005, as compared to 9.3% and 8.6% for the second quarter of 2005 and third quarter of 2004 respectively. In absolute dollars, general and administrative expenses for the third quarter of 2005 increased by approximately $10 million compared to the third quarter of 2004, and increased approximately $1 million from the second quarter of 2005. The increase in the third quarter of 2005 as compared to the third quarter of 2004, was primarily attributable to increases in labor costs, professional fees for legal support and compliance initiatives, integration costs associated with the Gambro Healthcare acquisition, and the timing of certain charges and expenditures.

Depreciation and amortization. The increase in depreciation and amortization in the third quarter of 2005 as compared to the third quarter of 2004 was primarily due to growth through acquisitions, new center developments and expansions.

Provision for uncollectible accounts receivable. The provisions for uncollectible accounts receivable were approximately 1.8% of current period net operating revenues for all periods presented.

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Debt expense. Debt expense of $24.3 million in the third quarter of 2005 decreased by approximately $0.6 million compared to the second quarter of 2005. The decrease was primarily due to changes in our LIBOR based receipts from swap settlements. The overall average effective interest rate for the third quarter of 2005 was 6.9% compared to 7.1% for the second quarter of 2005, and 4.1% for the third quarter of 2004. See discussion below regarding the Gambro Healthcare acquisition and related debt financing.

Minority interests and equity income, net. Minority interests net of equity income increased from approximately $3.6 million in the third quarter of 2004 to $7.3 million in the third quarter of 2005. This increase reflects an ongoing trend toward a higher percentage of our new and existing centers having minority partners, as well as continued growth in the profitability of our joint ventures.

Outlook

Outlook for the fourth quarter of 2005 and 2006. We currently expect the fourth quarter of 2005 operating income to be comparable with the third quarter of 2005, except for additional integration costs. With respect to 2006, on October 31, 2005, we reported that our 2006 operating income was projected to be in the $600-$670 million range before the impact of FASB No. 123R related to stock option expensing. Subsequently, CMS published its new proposal for a composite rate add-on adjustment for 2006 of 14.7%, which is an increase from the previously reported composite rate add-on of 11.3%. Additionally, based on other information also released by CMS subsequent to October 31, 2005, it appears that CMS will propose a new Medicare EPO coverage policy that could significantly restrict EPO reimbursement for certain patients. We will be assessing the likely direct and indirect implications of this new information and the expected additional information when it becomes available. We anticipate updating our 2006 operating income projection range after we have assessed the implications of this information.

With respect to the 2006 operating income projection range, major variables in addition to the issues noted above, include integration of the Gambro Healthcare operations, intensities of physician prescribed pharmaceuticals, payor contracting, and growth assumptions. We currently expect that in the first year after the closing of the acquisition, our integration cost economics net of any synergies will be in the range of $50 million. We also anticipate spending an incremental $25 million on information technology equipment in 2006 to support the systems redesign.

These projections and the underlying assumptions involve substantial known and unknown risks and uncertainties, and actual results may differ materially from these current projections. These risks, among others, include those relating to the concentration of profits generated from PPO and private indemnity patients, possible reductions in private and government reimbursement rates, changes in pharmaceutical practice patterns or reimbursement policies, our ability to maintain contracts with our physician medical directors, legal compliance risks, including our continued compliance with complex government regulations and the ongoing review by the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG, the subpoena from the U.S. Attorney’s Office for the Eastern District of New York and the subpoena from the U.S. Attorney’s Office for the Eastern District of Missouri, our ability to cause Gambro Healthcare to comply with its corporate integrity agreement, our ability to complete and integrate acquisitions, including Gambro Healthcare. You should read “Risk Factors” in this Quarterly Report on Form 10-Q for more information about these and other potential risks. We undertake no obligation to update or revise these projections, whether as a result of changes in underlying factors, new information, future events or other developments.

Liquidity and Capital Resources

Liquidity and capital resources. Cash flow from operations during the third quarter of 2005 amounted to $85 million, compared to $116 million during the third quarter of 2004. Non-operating cash outflows for the third quarter of 2005 included capital asset expenditures of $32 million, including $25 million for new center developments and $46 million for acquisitions, net of divestitures. Non-operating cash outflows for the third quarter of 2004 included capital asset expenditures of $35 million including $23 million for new center

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development, and approximately $214 million for acquisitions, net of divestitures. During the third quarter of 2005 we acquired 11 dialysis centers and opened 8 new dialysis centers. During the third quarter of 2004 we acquired 37 new dialysis centers, including minority interests in 4 centers, opened 7 new dialysis centers and entered into administrative services agreements to manage 2 additional centers.

Cash flow from operations during the first nine months of 2005 amounted to $302 million, compared to $333 million for the same period in 2004 which included after-tax Medicare recoveries of $12 million. Non-operating cash outflows for the first nine months of 2005 included capital asset expenditures of $98 million, including $65 million for new center development, $130 million for acquisitions net of divestitures, and approximately $31 million for deferred financing costs associated with the issuance of the new notes. Non-operating cash outflows for the first nine months of 2004 included capital asset expenditures of $90 million including $58 million for new center developments, and $245 million for acquisitions, net of divestitures. During the first nine months of 2005, we acquired a total of 42 dialysis centers and opened 33 new dialysis centers. During the first nine months of 2004, we acquired a total of 45 dialysis centers and opened 25 new dialysis centers.

We expect to spend $100 to $110 million in 2006 for routine maintenance items, including information technology equipment and software of $25 million, as discussed above. Our current projections include opening 45 new centers in 2006.

Gambro Healthcare Acquisition. On October 5, 2005, we completed our acquisition of Gambro Healthcare under the Stock Purchase Agreement dated December 6, 2004, for $3.055 billion subject to final price adjustments. Gambro Healthcare was one of the largest dialysis service providers in the United States. The purchase price reflects (i) the cash purchase price of approximately $1.8 billion for all of the outstanding common stock and (ii) the assumption and payment of approximately $1.255 billion of Gambro Healthcare indebtedness. We also incurred approximately $12 million in related acquisition costs through September 30, 2005, and additional transaction and severance costs will be incurred. In addition, if we make an election pursuant to section 338(h)(10) of the Internal Revenue Code as permitted under the Stock Purchase Agreement, we would be required to make an additional cash payment to Gambro Inc., which we currently estimate at approximately $150 million to $170 million.

The operating results of DVA Renal Healthcare, Inc. (formerly known as Gambro Healthcare, Inc.) will be included in our financial statements beginning in October 2005.

In conjunction with the acquisition, we assumed all of Gambro Healthcare’s debt obligations, consisting principally of intercompany debt paid at closing, as well as their commitments associated with operating leases, letters of credit and investments in third-party dialysis businesses in the form of put options. These put option obligations are exercisable at the minority owners’ discretion, and require us to purchase the minority owners’ interest at either the appraised fair market value or a predetermined multiple of cash flow, earnings, or revenues. At the date of acquisition, Gambro Healthcare had total operating lease commitments of approximately $345 million expiring within the next 10 years, letters of credit of approximately $27 million, and total potential obligations under the put options of approximately $30 million, all of which were exercisable within one year.

In conjunction with the acquisition, we entered into an Alliance and Product Supply Agreement (the Supply Agreement) with Gambro AB and Gambro Renal Products, Inc. The Supply Agreement has an initial term of seven years and will automatically renew for three additional one-year periods, if we have not negotiated the terms of an extension during the initial term period. Under the Supply Agreement we are committed to purchase a significant majority of our hemodialysis products, supplies and equipment at fixed prices. For the twelve months ended December 31, 2004 and for the first nine months of 2005, our total spending on such items was approximately 8% of our total operating costs. Because the Supply Agreement will result in higher costs for most of the products covered by the Supply Agreement than would be otherwise available to us, the Supply Agreement represents an intangible liability valued at $165 million, which will be amortized over the term of the Supply Agreement.

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In accordance with a consent order issued by the Federal Trade Commission on October 4, 2005, we were required to divest a total of 69 outpatient dialysis centers and to terminate two management services agreements. In conjunction with the consent order, on October 6, 2005, DaVita and Gambro Healthcare completed the sale of 70 outpatient renal dialysis centers to Renal Advantage Inc., formerly known as RenalAmerica, Inc. The sale of an additional three centers, also to Renal Advantage, will be made upon receipt of Illinois State regulatory approval. We also completed the sale of one other center to a separate physician group, and terminated two management services agreements. We are receiving total cash consideration of approximately $328 million for all of the centers being divested, subject to post-closing adjustments, taxes on the sale of approximately $95 million and the purchase of the minority interest ownership at several centers that are part of a joint venture. As part of this transaction, Renal Advantage will assume specified liabilities related to the centers and all other liabilities will be retained by DaVita. The total number of centers being divested account for approximately 6% of 2004 annual revenues pro forma for the Gambro Healthcare acquisition.

2005 capital structure changes. On October 5, 2005, we entered into a new credit agreement allowing for borrowings of up to $3.05 billion. The facilities under the credit agreement consist of a $250 million six-year revolving credit facility, a $350 million six-year term loan A facility and a $2,450 million seven-year term loan B facility (the Facilities). Existing borrowings under the Facilities bear interest at LIBOR plus margins initially ranging from 2.00% to 2.25%. The margins are subject to adjustment depending upon our achievement of certain financial ratios and can range from 1.50% to 2.25% for the revolving credit facility and the term loan A, and 2.00% to 2.25% for the term loan B. The Facilities are guaranteed by substantially all of our direct and indirect wholly-owned subsidiaries and are secured by substantially all of our and our subsidiary guarantors’ assets. The credit agreement also contains customary affirmative and negative covenants and requires compliance with financial covenants, including a leverage ratio and an interest coverage ratio that determine the interest rate margins as described above. The aggregate amount of the Facilities may be increased by up to $500 million as long as no default exists or would result from such increase and we remain in compliance with the financial covenants after such increase. Such additional loans would be on substantially the same terms as the original borrowings under the Facilities.

The term loan A requires annual principal payments of $35 million in the first two years, $52.5 million in years three and four and $87.5 million in years five and six, maturing in October 2011. The term loan B requires annual principal payments of $24.5 million in years one through six and $2,303 million in year seven, maturing in October 2012.

On October 5, 2005, we borrowed $2,850 million under the Facilities ($50 million on the revolving credit facility, $350 million on term loan A and $2,450 million on term loan B), and used these borrowings, along with available cash of $252 million to purchase Gambro Healthcare and pay related bank fees and expenses of approximately $47 million and to pay fees and expenses in connection with terminating our then existing credit facility. On October 7, 2005, we repaid the $50 million of the revolving credit facility with proceeds from the sale of the divested centers.

On March 22, 2005, we issued $500 million of 6 ⁵/8% senior notes due 2013 and $850 million of 7 ¹/4% senior subordinated notes due 2015 and incurred related deferred financing costs of $28.6 million. The notes are guaranteed by substantially all of our direct and indirect wholly-owned subsidiaries, including after the acquisition DVA Renal Healthcare, Inc. (formerly known as Gambro Healthcare, Inc.) and its direct and indirect wholly-owned subsidiaries, and require semi-annual interest payments. We may redeem some or all of the senior notes at any time on or after March 15, 2009 and some or all of the senior subordinated notes at any time on or after March 15, 2010. We used the net proceeds of $1,323 million along with available cash of $46 million to repay all outstanding amounts under the term loan portions of our then existing credit facilities (Term Loans), including accrued interest.

In conjunction with the repayment of the Term Loans during the first quarter of 2005, we wrote-off deferred financing costs of $6.9 million and reclassified into net income $8.1 million of swap valuation gains that were

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previously recorded in other comprehensive income. These gains represented the accumulated fair value of three interest rate swap instruments that were no longer effective as cash flow hedges as a result of the repayment of the Term Loans. In April 2005, these swaps were redesignated as forward cash flow hedges with gains or losses from changes in the fair value expected to be reported in other comprehensive income for all payment periods beginning after July 1, 2005. During the second quarter of 2005, we recorded a net loss of $2.1 million related to portions of these swaps that were not effective as interest rate hedges during the quarter.

During the third quarter of 2005, additional portions of our various interest rate swap agreements that were previously designated and expected to be effective forward cash flow hedges became ineffective as a result of us not having any variable rate LIBOR-based interest payments during this period. This resulted in a net charge of $1.7 million to net income, including the reclassification into income of $2.0 million of swap valuation losses that were previously recorded in other comprehensive income. The swap payment periods beginning after October 2005 are expected to be highly effective as cash flow hedges with gains or losses from changes in their fair values to be reported in other comprehensive income.

As of September 30, 2005, we maintained a total of nine amortizing notional interest rate swap agreements totaling $1,595 million. These agreements require us to pay fixed interest rates ranging from 3.08% to 4.2675% and to receive LIBOR. The swap agreements expire in 2008 through 2010. Interest payments are due quarterly and we incurred net cash obligations of $2.4 million during the first nine months of 2005, $0.9 million of which is included in debt expense and $1.5 million of which is included in swap valuation gains or (loss). As of September 30, 2005, the total fair value of these swaps was an asset of approximately $22.6 million. We recorded $13 million, net of tax, of additional comprehensive income for the change in fair value of the effective portions of these swaps during the first nine months of 2005.

At September 30, 2005, our overall average effective interest rate was 7.05%.

As of October 31, 2005, we had approximately 55% of our variable rate debt and approximately 70% of our total debt economically fixed after obtaining the Facilities as discussed above. We have undrawn revolving credit facilities totaling $250 million, of which approximately $50 million was committed for outstanding letters of credit.

Accounts receivable at September 30, 2005 amounted to $503 million, an increase of approximately $13 million from June 30, 2005. The accounts receivable balances represented 70 days of revenue.

We believe that we will have sufficient liquidity and operating cash flows to fund our scheduled debt service and other obligations over the next twelve months.

Significant New Accounting Standards

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123R, Share-Based Payment, that amends FASB Statements No. 123 and 95 and supersedes APB Opinion No. 25 Accounting for Stock Issued to Employees. This standard requires a company to measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, based on the grant-date fair value of the award and to recognize such cost over the requisite period during which an employee provides service. The grant-date fair value will be determined using option-pricing models adjusted for unique characteristics of the equity instruments. The standard also addresses the accounting for transactions in which a company incurs liabilities in exchange for goods or services that are based on the fair value of its equity instruments or that may be settled through the issuance of such equity instruments. The standard does not change the accounting for transactions in which a company issues equity instruments for services to non-employees or the accounting for employee stock ownership plans. This standard was originally to become effective for us at the beginning of the third quarter of 2005. However, on April 14, 2005, the Securities and Exchange Commission amended the compliance dates of the standard and the required implementation date for us is now the beginning of 2006. We expect the impact of this standard will be a reduction to operating income of less than 5%.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest rate sensitivity

The table below provides information, as of September 30, 2005, about our financial instruments that are sensitive to changes in interest rates.

	Expected maturity date												Thereafter		Total		Average interest rate		Fair value
	2005		2006		2007		2008		2009		2010
	(dollars in millions)
Long Term Debt:
Fixed rate			$	2	$	3	$	1	$	1	$	1	$	1,352	$	1,360	7.02	%	$	1,378
Variable rate	$	1	$	2	$	1	$	1							$	5	6.50	%	$	5

	Notional amount		Contract maturity date												Pay fixed		Receive variable	Fair value
			2005		2006		2007		2008		2009		2010
	(dollars in millions)
Swaps:
Pay-fixed swaps	$	1,595	$	15	$	240	$	372	$	378	$	401	$	189	3.08% to 4.2675	%	LIBOR	$	22.6

As of September 30, 2005, we maintained a total of nine amortizing notional interest rate swap agreements totaling $1,595 million. These agreements require us to pay fixed interest rates ranging from 3.08% to 4.2675% and to receive LIBOR. The swap agreements expire in 2008 through 2010. Interest payments are due quarterly and we incurred net cash obligations of $2.4 million during the first nine months of 2005, $0.9 million of which is included in debt expense and $1.5 million of which is included in swap valuation gain or (loss). As of September 30, 2005, the total fair value of these swaps was an asset of approximately $22.6 million. We recorded $13 million, net of tax, of additional comprehensive income for the change in fair value of the effective portions of these swaps during the first nine months of 2005.

During the third quarter of 2005, additional portions of our various interest rate swap agreements that were previously designated and expected to be effective forward cash flow hedges became ineffective as a result of us not having any variable rate LIBOR-based interest payments during this period. This resulted in a net charge of $1.7 million to net income, including the reclassification into income of $2.0 million of swap valuation losses that were previously recorded in other comprehensive income. The swap payment periods beginning after October 2005 remain expected to be highly effective as cash flow hedges with gains or losses from changes in their fair values to be reported in other comprehensive income.

At September 30, 2005, our overall average effective interest rate was 7.05%.

Item 4. Controls and Procedures.

Management has established and maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. Management recognizes that these controls and procedures can provide only reasonable assurance of desired outcomes, and that estimates and judgments are still inherent in the process of maintaining effective controls and procedures.

At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of

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the design and operation of our disclosure controls and procedures in accordance with the Exchange Act requirements. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for timely identification and review of material information required to be included in the Company’s Exchange Act reports, including this report on Form 10-Q.

There has not been any change in the Company’s internal control over financial reporting that was identified during the evaluation that occurred during the fiscal quarter covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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RISK FACTORS

This Quarterly Report on Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws. These statements involve known and unknown risks and uncertainties, including the risks discussed below. The risks discussed below are not the only ones facing our business. Please read the cautionary notice regarding forward-looking statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

If the average rates that commercial payors pay us decline, then our revenues, earnings and cash flows would be substantially reduced.

Approximately 40% of our dialysis revenues are generated from patients who have commercial payors as the primary payor. The majority of these patients have insurance policies that reimburse us on terms and at rates materially higher than Medicare rates. Based on our recent experience in negotiating with commercial payors, we believe that pressure from commercial payors to decrease the rates they pay us has and will continue to increase as a result of general conditions in the market, recent and future consolidations among commercial payors, our acquisition of Gambro Healthcare or otherwise. In addition, the integration of Gambro Healthcare’s operations may lead to increased volatility in reimbursement rates from commercial payors as a result of reconciling and integrating existing contracts with commercial payors. If the average rates that commercial payors pay us decline significantly, it would have a material adverse effect on our revenues, earnings and cash flows.

If the number of patients with higher paying commercial insurance declines, then our revenues, earnings and cash flows would be substantially reduced.

Our revenue levels are sensitive to the percentage of our reimbursements from higher-paying commercial plans. A patient’s insurance coverage may change for a number of reasons, including as a result of changes in the patient’s or a family member’s employment status. For a patient covered by an employer group health plan, Medicare generally becomes the primary payor after 33 months, or earlier if the patient’s employer group health plan coverage terminates. When Medicare becomes the primary payor, the payment rate we receive for that patient shifts from the employer group health plan rate to the Medicare reimbursement rate. If there is a significant reduction in the number of patients under higher-paying commercial plans relative to government-based programs that pay at lower rates it would have a material adverse effect on our revenues, earnings and cash flows.

Future declines, or the lack of further increases, in Medicare reimbursement rates would reduce our revenues, earnings and cash flows.

Approximately one-half of our dialysis revenues are generated from patients who have Medicare as their primary payor. The Medicare end stage renal disease, or ESRD, program reimburses us for dialysis and ancillary services at fixed rates. Unlike most other Medicare programs, the Medicare ESRD program does not provide for periodic inflation increases in reimbursement rates. Increases of 1.2% in 2000 and 2.4% in 2001 were the first increases in the composite reimbursement rate since 1991, and were significantly less than the cumulative rate of inflation over the same period. For 2002 through 2004, there was no increase in the composite reimbursement rate. Effective January 1, 2005, there was an increase of only 1.6%. Increases in operating costs that are subject to inflation, such as labor and supply costs, have occurred and are expected to continue to occur regardless of whether there is a compensating increase in reimbursement rates. We cannot predict with certainty the nature or extent of future rate changes, if any. To the extent these rates decline or are not adjusted to keep pace with inflation, our revenues, earnings and cash flows would be adversely affected.

Changes in the structure of, and reimbursement rates under, the Medicare ESRD program could substantially reduce our revenues, earnings and cash flows.

The Medicare composite reimbursement rate covers the cost of treatment, including the supplies used in those treatments, specified laboratory tests and certain pharmaceuticals. Other services and pharmaceuticals,

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including erythropoietin (EPO), a pharmaceutical used to treat anemia, a common complication associated with ESRD, vitamin D analogs and iron supplements, are separately billed. Changes to the structure of the composite rate and separately billable reimbursement rates are expected to become effective January 1, 2006, as Medicare moves pharmaceutical reimbursement from average acquisition costs to average sale price plus 6%. Future changes in the structure of, and reimbursement rates under, the Medicare ESRD program could substantially reduce our revenues, earnings and cash flows.

CMS continues to study the ESRD reimbursement system through a number of demonstration projects which will take place over the next few years. Pharmaceuticals are approximately 40% of our total Medicare revenues. If Medicare begins to include in its composite reimbursement rate pharmaceuticals, laboratory services or other ancillary services that it currently reimburses separately, or if there are further changes to or decreases in the reimbursement rate for these items without a corresponding increase in the composite rate, it would have a material adverse effect on our revenues, earnings and cash flows.

Changes in state Medicaid programs or reimbursement rates could reduce our revenues, earnings and cash flows.

More than 5% of our dialysis revenues are generated from patients who have Medicaid as their primary coverage. State governments may propose reductions in reimbursement rates, limitations on eligibility or other changes to Medicaid programs from time to time. If state governments reduce the rates paid by those programs for dialysis and related services, limit eligibility for Medicaid coverage or adopt changes similar to those adopted by Medicare, then our revenues, earnings and cash flows could be adversely affected.

Changes in clinical practices and reimbursement rates or rules for EPO and other pharmaceuticals could substantially reduce our revenues, earnings and cash flows.

The administration of EPO and other pharmaceuticals accounts for approximately 35% of our total dialysis revenues. Changes in physician practice patterns and accepted clinical practices, changes in private and governmental reimbursement criteria, the introduction of new pharmaceuticals and the conversion to alternate types of administration could have a material adverse effect on our revenues, earnings and cash flows.

For example, some Medicare fiscal intermediaries (Medicare claims processing contractors) are seeking to implement local medical review policies for EPO and vitamin D analogs that would effectively limit utilization of and reimbursement for these pharmaceuticals. CMS has proposed a draft reimbursement policy that would direct all fiscal intermediaries with respect to reimbursement coverage for EPO. It is possible that the draft policy, if finalized, will affect physician prescription patterns and the timing of our cash flows due to changes in auditing methodology by fiscal intermediaries.

Adverse developments with respect to EPO and the use and marketing of Aranesp^® could materially reduce our earnings and cash flows and affect our ability to care for our patients.

Amgen is the sole supplier of EPO and may unilaterally decide to increase its price for EPO at any time. For example, Amgen unilaterally increased its base price for EPO by 3.9% in each of 2002, 2001 and 2000. Although we have entered into contracts for EPO pricing for a fixed time period that includes discount variables depending on certain clinical criteria and other criteria, we cannot predict whether we will continue to receive the discount structure for EPO that we currently receive, or whether we will continue to achieve the same levels of discounts within that structure as we have historically achieved. An increase in the cost of EPO could have a material adverse effect on our earnings and cash flows. Amgen has developed and obtained FDA approval for Aranesp^®, a pharmaceutical used to treat anemia that may replace EPO or reduce its use with dialysis patients. Unlike EPO, which is generally administered in conjunction with each dialysis treatment, Aranesp^® can remain effective for

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between two and three weeks. In the event that Amgen begins to market Aranesp^® for the treatment of dialysis patients, we may realize lower margins on the administration of Aranesp^® than are currently realized with EPO. In addition, some physicians may begin to administer Aranesp^® in their offices, which would prevent us from recognizing revenue or profit from the administration of EPO or Aranesp^® to those physicians’ patients. A significant increase in the use of Aranesp^® would have a material adverse effect on our revenues, earnings and cash flows.

The investigation related to the subpoena we received on March 4, 2005 from the U.S. Attorney’s Office for the Eastern District of Missouri could result in substantial penalties against us.

We are voluntarily cooperating with the U.S. Attorney’s Office for the Eastern District of Missouri with respect to the subpoena we received on March 4, 2005, which requested a wide range of documents relating to our operations, including documents related to, among other things, pharmaceutical and other services provided to patients, relationships with pharmaceutical companies, financial relationships with physicians and joint ventures. The subpoena covers the period from December 1, 1996 through the present. The subject matter of this subpoena significantly overlaps with the subject matter of the investigation being conducted by the United States Attorney’s Office for the Eastern District of Pennsylvania. We have met with representatives of the government to discuss the scope of the subpoena and are in the process of producing responsive documents. We intend to cooperate with the government’s investigation. The subpoena has been issued in connection with a joint civil and criminal investigation. To our knowledge, no proceedings have been initiated against us at this time, although we cannot predict whether or when proceedings might be initiated or when these matters may be resolved. Compliance with the subpoena will require management attention and legal expense. In addition, criminal proceedings may be initiated against us in connection with this inquiry. Any negative findings could result in substantial financial penalties against us, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties.

The investigation related to the subpoena we received on October 25, 2004 from the U.S. Attorney’s Office for the Eastern District of New York could result in substantial penalties against us.

We are voluntarily cooperating with the U.S. Attorney’s Office for the Eastern District of New York and the OIG with respect to the subpoena we received on October 25, 2004, which requires production of a wide range of documents, including specific documents relating to testing of parathyroid hormone levels and products relating to vitamin D therapies. Other participants in the dialysis industry received a similar subpoena including Fresenius Medical Care, Renal Care Group and our recently acquired subsidiary DVA Renal Healthcare, Inc. (formerly known as Gambro Healthcare, Inc.). The U.S. Attorney’s Office has also requested information regarding our Florida laboratory. Compliance with the subpoenas will require management attention and legal expense. We are unable to determine when these matters will be resolved, whether any additional areas of inquiry will be opened or any outcome of these matters, financial or otherwise. In addition, criminal proceedings may be initiated against us and DVA Renal Healthcare in connection with this inquiry. Any negative findings could result in substantial financial penalties against us and DVA Renal Healthcare, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties.

The pending federal review related to the subpoena we received in May 2002 from the U.S. Attorney’s Office for the Eastern District of Pennsylvania could result in substantial penalties against us.

We are voluntarily cooperating with the Civil Division of the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG in a review of some of our historical practices, including billing and other operating procedures, financial relationships with physicians and pharmaceutical companies, and the provision of pharmaceutical and other ancillary services, including laboratory and other diagnostic testing services. The U.S. Attorney’s Office has also requested and received information regarding certain of our laboratories. We are unable to determine when these matters will be resolved, whether any additional areas of inquiry will be opened or any outcome of these matters, financial or otherwise. Any negative findings could result in substantial financial penalties against us and exclusion from future participation in the Medicare and Medicaid program.

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If we fail to adhere to all of the complex government regulations that apply to our business, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

Our dialysis operations are subject to extensive federal, state and local government regulations, including Medicare and Medicaid reimbursement rules and regulations, federal and state anti-kickback laws, the Stark II physician self-referral prohibition and analogous state referral statutes, and federal and state laws regarding the collection, use and disclosure of patient health information. The regulatory scrutiny of healthcare providers, including dialysis providers, has increased significantly in recent years. Medicare has increased the frequency and intensity of its certification surveys and inspections of dialysis centers have increased markedly in recent years. For example, we are required to provide substantial documentation related to the administration of pharmaceuticals, including EPO, and, to the extent that any such documentation is found insufficient, we may be required to refund any amounts received from such administration by government or private payors, and be subject to any penalties under applicable laws or regulations. In addition, fiscal intermediaries are increasing their prepayment and post-payment reviews.

We endeavor to comply with all of the requirements for receiving Medicare and Medicaid reimbursement and to structure all of our relationships with referring physicians to comply with the anti-kickback laws and the Stark II physician self-referral law. However, the laws and regulations in this area are complex and subject to varying interpretations. For example, none of our medical director agreements establishes compensation using the Stark II safe harbor method; rather, compensation under our medical director agreements is the result of individual negotiation and we believe exceeds amounts determined under the safe harbor method. If an enforcement agency were to challenge the level of compensation that we pay our medical directors, we could be required to change our practices, face criminal or civil penalties, pay substantial fines or otherwise experience a material adverse effect as a result of a challenge to these arrangements.

Due to regulatory considerations unique to each of these states, all of our dialysis operations in New York and some of our dialysis operations in New Jersey are conducted by privately-owned companies to which we provide a broad range of administrative services. These operations accounted for approximately 7% of our third quarter 2005 dialysis revenues. We believe that we have structured these operations to comply with the laws and regulations of these states, but we can give no assurances that they will not be challenged.

If any of our operations are found to violate these or other government regulations, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows including:

• Mandated practice changes that significantly increase operating expenses;

• Suspension or termination of our participation in government reimbursement programs;

• Refunds of amounts received in violation of law or applicable reimbursement program requirements;

• Loss of required government certifications or exclusion from government reimbursement programs;

• Loss of licenses required to operate healthcare facilities in some of the states in which we operate, including the loss of revenues from operations in New York and New Jersey conducted by privately-owned companies as described above;

• Fines, damages or monetary penalties for anti-kickback law violations, Stark II violations, submission of false claims, civil or criminal liability based on violations of law, or other failures to meet reimbursement program requirements and patient privacy law violations;

• Claims for monetary damages from patients who believe their protected health information has been used or disclosed in violation of federal or state patient privacy laws; and

• Termination of relationships with medical directors.

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We may be subject to liability claims for damages and other expenses not covered by insurance that could reduce our earnings and cash flows.

The administration of dialysis and related services to patients may subject us to litigation and liability for damages. Our business, profitability and growth prospects could suffer if we face negative publicity or we pay damages or defense costs in connection with a claim that is outside the scope of any applicable insurance coverage, including claims related to contractual disputes, professional and general liability claims and claims from commercial payors and other third parties relating to Gambro Healthcare’s settlement with the Department of Justice. We currently maintain programs of general and professional liability insurance. However, a successful professional liability, malpractice or negligence claim in excess of our insurance coverage could harm our profitability and liquidity.

In addition, if our costs of insurance and claims increase, then our earnings could decline. Market rates for insurance premiums and deductibles have been steadily increasing. Our earnings and cash flows could be materially and adversely affected by any of the following:

• Further increases in premiums and deductibles;

• Increases in the number of liability claims against us or the cost of settling or trying cases related to those claims; and

• An inability to obtain one or more types of insurance on acceptable terms.

If businesses we acquire have unknown liabilities, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

Our business strategy includes the acquisition of dialysis centers and businesses that own and operate dialysis centers, as well as other ancillary businesses. Businesses we acquire may have unknown or contingent liabilities or liabilities that are in excess of the amounts that we had estimated. These liabilities could include liabilities arising as a result of any failure to adhere to laws and regulations governing dialysis operations, such as violations of federal or state anti-kickback statutes or Stark II. Although we generally seek indemnification from the sellers of businesses we acquire for matters that are not properly disclosed to us, we are not always successful. In addition, even in cases where we are able to obtain indemnification, we may discover liabilities greater than the contractual limits or the financial resources of the indemnifying party. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

If a significant number of physicians were to cease referring patients to our dialysis centers, whether due to regulatory or other reasons, then our revenues, earnings and cash flows would be substantially reduced.

Many physicians prefer to have their patients treated at dialysis centers where they or other members of their practice supervise the overall care provided as medical directors of the centers. As a result, the primary referral source for most of our centers is often the physician or physician group providing medical director services to the center. If a medical director agreement terminates, whether before or at the end of its term, and a new medical director is appointed, it may negatively impact the former medical director’s decision to treat his or her patients at our center. Additionally, both current and former medical directors have no obligation to refer their patients to our centers. Also, if the quality of service levels at our centers deteriorate, it may negatively impact patient referrals and treatment volumes.

Our medical director contracts are for fixed periods, generally five to ten years. Medical directors have no obligation to extend their agreements with us. We may take actions to restructure existing relationships or take positions in negotiating extensions of relationships to assure compliance with the safe harbor provisions of the anti-kickback statute, Stark II law and other similar laws. These actions could negatively impact the decision of physicians to extend their medical director agreements with us or to refer their patients to us. If the terms of any

30

existing agreement are found to violate applicable laws, we may not be successful in restructuring the relationship which could lead to the early termination of the agreement, or force the physician to stop referring patients to the centers.

If our joint ventures were found to violate the law, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows.

As of September 30, 2005 we owned a controlling interest in 60 dialysis related joint ventures, representing approximately 20% of our dialysis revenue. Our joint ventures with physicians or physician groups may also have the physician owners providing medical director services to those centers or other centers we own and operate. Because our relationships with physicians are governed by the “anti-kickback” statute contained in the Social Security Act, we have sought to structure our joint venture arrangements to satisfy as many safe harbor requirements as reasonably possible. However, our joint venture arrangements do not satisfy all elements of any safe harbor under the federal anti-kickback statute. Based on the exceptions applicable to ESRD services, we believe that our joint venture arrangements and operations materially comply with the Stark II law. The subpoena we received from the United States Attorney’s Office for the Eastern District of Missouri on March 4, 2005, includes a request for documents related to our joint ventures. If our joint ventures are found to be in violation of the anti-kickback statute or the Stark provisions, we could be required to restructure the joint ventures or refuse to accept referrals for designated health services from the physicians with whom the joint venture centers have a financial relationship. We also could be required to repay amounts received from Medicare and certain other payors by the joint ventures pursuant to prohibited referrals, and we could be subject to monetary penalties and exclusion from government healthcare programs. If our joint venture centers are subject to any of these penalties, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows.

The level of our current and future debt could have an adverse impact on our business.

We have substantial debt outstanding, including debt we incurred to finance the Gambro Healthcare acquisition. In addition, we may incur additional indebtedness in the future. The level of our current and proposed indebtedness, among other things, could:

• make it difficult for us to make payments on our debt securities;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

• expose us to interest rate fluctuations because the interest on the debt under some of our indebtedness may be at variable rates;

• limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

If additional debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

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We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on our indebtedness and to fund planned capital expenditures and expansion efforts, including any strategic acquisitions we may make in the future, will depend on our ability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations in the future, that our currently anticipated growth in revenue and cash flow will be realized on schedule or that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. Our senior secured credit facilities are secured by substantially all of our and our subsidiaries’ assets. As such, our ability to refinance our debt or seek additional financing could be limited by such security interest. We cannot assure that we will be able to refinance our indebtedness on commercially reasonable terms or at all.

If the current shortage of skilled clinical personnel continues, we may experience disruptions in our business operations and increases in operating expenses.

We are experiencing increased labor costs and difficulties in hiring nurses due to a nationwide shortage of skilled clinical personnel. We compete for nurses with hospitals and other health care providers. This nursing shortage may limit our ability to expand our operations. If we are unable to hire skilled clinical personnel when needed, our operations and treatment growth will be negatively impacted, which would result in reduced revenues, earnings and cash flows.

The Gambro Healthcare acquisition is significantly larger than any other acquisition we have made to date. We will face challenges integrating the Gambro Healthcare centers and may not realize anticipated benefits.

The Gambro Healthcare acquisition is the largest acquisition we have made to date. There is a risk that, due to the size of the acquisition, we will be unable to integrate Gambro Healthcare into our operations as effectively as we have with prior acquisitions, which would result in fewer benefits to us from the acquisition than currently anticipated as well as increased costs. The integration of the Gambro Healthcare operations will require implementation of appropriate operations, management and financial reporting systems and controls as well as integration of the clinical policies and procedures of both companies, all of which could have a material adverse impact on our revenues and operating results. We may also experience difficulties in effectively implementing these and other systems and integrating Gambro Healthcare’s systems and operations. In addition, the integration of Gambro Healthcare requires the focused attention of our management team, including a significant commitment of their time and resources. The need for management to focus on integration matters, could have a material and adverse impact on our revenues and operating results. If the integration is not successful or if our Gambro Healthcare operations are less profitable than we currently anticipate, our results of operations and financial condition may be materially and adversely affected.

If we do not cause Gambro Healthcare to comply and Gambro Healthcare does not comply with its corporate integrity agreement, or Gambro Healthcare otherwise has failed or fails to comply with applicable government regulations to its operations, we could be subject to additional penalties and otherwise may be materially harmed.

On December 1, 2004, Gambro Healthcare entered into a settlement agreement with the Department of Justice and certain agencies of the United States government relating to the Department of Justice’s investigation of Gambro Healthcare’s Medicare and Medicaid billing practices and its relationships with physicians and pharmaceutical manufacturers. In connection with the settlement agreement, Gambro Healthcare, without admitting liability, made a one-time payment of approximately $310 million and entered into a corporate integrity agreement with HHS. The corporate integrity agreement applies to all of Gambro Healthcare’s centers and requires, among other things, that Gambro Healthcare implement additional training, engage an independent

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review organization to conduct an annual review of certain of its reimbursement claims, and submit to the OIG an annual report with respect to its compliance activities. In addition, its subsidiary, Gambro Supply Corp., entered a plea of guilty to a one count felony charge related to the conduct of its predecessor, REN Supply Corp., and paid a criminal fine of $25 million. Gambro Supply Corp. was excluded from participation in federal health care programs. However, no other Gambro AB affiliates were so excluded. Gambro Healthcare also agreed to voluntarily cooperate with the government in connection with its further investigation. Moreover, Gambro Healthcare made a one-time payment of approximately $15 million to the National Association of Medicaid Fraud Control Units, on behalf of the affected states to settle the related claims of the affected state Medicaid programs. Completion of the Medicaid settlement is subject to confirmation of certain claims data and negotiation and execution of settlement agreements with the relevant states. As a result of the settlement agreement, commercial payors and other third parties may initiate legal proceedings against Gambro Healthcare related to the billing practices and other matters covered by the settlement agreement. If we do not cause Gambro Healthcare to comply, and Gambro Healthcare does not comply, with the terms of the corporate integrity agreement or otherwise has failed or fails to comply with the extensive federal, state and local government regulations applicable to its operations, we could be subject to additional penalties, including monetary penalties or suspension from participation in government reimbursement programs, and otherwise may be materially harmed. The costs associated with compliance with the corporate integrity agreement and cooperation with the government could be substantial and may be greater than we currently anticipate.

We have assumed substantially all of Gambro Healthcare’s liabilities, including contingent liabilities. If these liabilities are greater than expected, or if there are unknown Gambro Healthcare obligations, our business could be materially and adversely affected.

As a result of the Gambro Healthcare acquisition, we have assumed substantially all of Gambro Healthcare’s liabilities, including contingent liabilities. We may learn additional information about Gambro Healthcare’s business that adversely affects us, such as unknown liabilities, issues relating to internal controls over financial reporting, issues that could affect our ability to comply with the Sarbanes-Oxley Act or issues that could affect our ability to comply with other applicable laws, including laws and regulations governing dialysis operations. As a result, we cannot assure that the Gambro Healthcare acquisition will not, in fact, harm our business. Among other things, if Gambro Healthcare’s liabilities are greater than expected, or if there are obligations of Gambro Healthcare of which we are not currently aware, our business could be materially and adversely affected.

We have limited indemnification rights in connection with the settlement agreement and other regulatory compliance and litigation matters affecting Gambro Healthcare, as well as with known contingent liabilities of Gambro Healthcare that we assumed in connection with our acquisition of Gambro Healthcare. For example, Gambro Healthcare was served a complaint regarding a former employee and a putative class of employees in California for claims relating to California labor laws. Although this matter is subject to indemnification under the acquisition agreement, claims relating to this matter may exceed the limit on our indemnification rights. Gambro Healthcare may also have other unknown liabilities of which we are not currently aware that we assumed in connection with the acquisition. If we are responsible for liabilities not covered by indemnification rights or substantially in excess of amounts covered through any indemnification rights, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

The integration of Gambro Healthcare and the realization of cost savings will require us to make significant expenditures.

In order to obtain the cost savings and operating income that we believe the integration of Gambro Healthcare should provide, we will be required to make significant expenditures. We have begun the process of integrating Gambro Healthcare but the extent and amount of these expenditures remain uncertain. Further, given the amount of indebtedness that we incurred to finance the Gambro Healthcare acquisition, we may not be able to obtain additional financing required for any significant expenditures on favorable terms or at all. In addition, we

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may not achieve the cost savings we expect through the integration of the Gambro Healthcare operations regardless of our expenditures, which failure would materially and adversely affect our financial results. The costs associated with compliance with the Gambro Healthcare corporate integrity agreement could be substantial and may be greater than we currently anticipate.

If we experience a higher than normal turnover rate for Gambro Healthcare employees after the acquisition, we may not be able to effectively integrate their operations.

In order to successfully integrate the Gambro Healthcare operations into our own, we require the services of Gambro Healthcare’s clinical, operating and administrative employees. If we experience a higher than normal turnover rate for Gambro Healthcare employees, we may not be able to effectively integrate Gambro Healthcare’s systems and operations.

If we lose the services of a significant number of Gambro Healthcare’s medical directors, our results of operations could be harmed.

Certain of Gambro Healthcare’s contracts with its medical directors provide that the contract is terminable upon a change of control of Gambro Healthcare. These termination provisions were triggered by our acquisition of Gambro Healthcare. If we lose the services of a significant number of Gambro Healthcare’s medical directors, our results of operations may be harmed.

Our alliance and product supply agreement with Gambro Renal Products Inc. will limit our ability to achieve costs savings with respect to products and equipment we are required to purchase under this agreement.

In connection with the Gambro Healthcare acquisition, we entered into a ten-year alliance and product supply agreement with Gambro Renal Products Inc., a subsidiary of Gambro AB, pursuant to which we are required to purchase from Gambro Renal Products specified percentages representing a significant majority of our requirements for hemodialysis products, supplies and equipment at fixed prices. This will limit our ability to realize future cost savings in regard to these products and equipment. For the nine months ended September 30, 2005, our total spending on hemodialysis products, supplies and equipment was approximately 8% of our total operating costs (approximately 7% pro forma for the Gambro Healthcare acquisition). If Gambro Renal Products is unable to fulfill its obligations under the agreement, we may have difficulty finding alternative sources of supplies on favorable financial terms, further reducing our ability to achieve cost savings. In addition, as we replace existing equipment from other third party manufacturers with Gambro Renal Products’ equipment, we may incur additional expenses as we transition to this new equipment.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The information in Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report is incorporated by this reference in response to this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c) Stock Repurchases

On September 11, 2003, we announced that the Board of Directors authorized the repurchase of up to $200 million of our common stock, with no expiration date. On November 2, 2004, we announced that the Board of Directors approved an increase in our authorization to repurchase shares of our common stock by an additional $200 million. We are authorized to make purchases from time to time in the open market or in privately negotiated transactions, depending upon market conditions and other considerations.

There were no repurchases of our common stock during the three-month period ended September 30, 2005. We have approximately $249 million available from Board authorizations to repurchase shares of our common stock as of September 30, 2005.

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Item 6. Exhibits.

(a) Exhibits

Exhibit Number
4.1	Supplemental Indenture, dated October 5, 2005, by and among DaVita Inc., the Guarantors, the persons named as Additional Guarantors and Senior Trustee. ü
4.2	Supplemental Indenture, dated October 5, 2005, by and among DaVita Inc., the Guarantors, the persons named as Additional Guarantors and Senior Subordinated Trustee. ü
10.1	DaVita Voluntary Deferral Plan. ü *
10.2	Director Compensation Philosophy and Plan. ü *
10.3	Memorandum Relating to Bonus Structure for Thomas O. Usilton. ü *
10.4	Memorandum Relating to Bonus Structure for Joseph Schohl. ü *
10.5	Alliance and Product Supply Agreement, dated as of October 5, 2005, among Gambro Renal Products, Inc., DaVita Inc. and Gambro AB. ü **
10.6	Credit Agreement, dated as of October 5, 2005, among DaVita Inc., the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., Wachovia Bank, National Association, Bear Stearns Corporate Lending Inc., The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc, WestLB AG, New York Branch as Co-Documentation Agents, Credit Suisse, Cayman Islands Branch, as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Securities Inc., as Sole Lead Arranger and Bookrunner and Credit Suisse, Cayman Islands Branch, as Co-Arranger. ü
10.7	Security Agreement, dated as of October 5, 2005, by DaVita Inc., the Guarantors party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent. ü
10.8	Freestanding Dialysis Center Agreement No. 200308359, effective January 1, 2004, between Amgen USA and Gambro Healthcare, Inc. ü **
10.9	Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Gambro Healthcare, Inc. effective as of December 1, 2004. ü
12.1	Ratio of earnings to fixed charges. ü
31.1	Certification of the Chief Executive Officer, dated November 3, 2005, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
31.2	Certification of the Chief Financial Officer, dated November 3, 2005, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
32.1	Certification of the Chief Executive Officer, dated November 3, 2005, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
32.2	Certification of the Chief Financial Officer, dated November 3, 2005, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

* Management contract or executive compensation plan or agreement.

** Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DAVITA INC.
By:	/s/    GARY W. BEIL
	Gary W. Beil Vice President and Controller*

Date: November 3, 2005

* Mr. Beil has signed both on behalf of the registrant as a duly authorized officer and as the Registrant’s principal accounting officer.

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INDEX TO EXHIBITS

Exhibit Number
4.1	Supplemental Indenture, dated October 5, 2005, by and among DaVita Inc., the Guarantors, the persons named as Additional Guarantors and Senior Trustee. ü
4.2	Supplemental Indenture, dated October 5, 2005, by and among DaVita Inc., the Guarantors, the persons named as Additional Guarantors and Senior Subordinated Trustee. ü
10.1	DaVita Voluntary Deferral Plan. ü *
10.2	Director Compensation Philosophy and Plan. ü *
10.3	Memorandum Relating to Bonus Structure for Thomas O. Usilton. ü *
10.4	Memorandum Relating to Bonus Structure for Joseph Schohl. ü *
10.5	Alliance and Product Supply Agreement, dated as of October 5, 2005, among Gambro Renal Products, Inc., DaVita Inc. and Gambro AB. ü **
10.6	Credit Agreement, dated as of October 5, 2005, among DaVita Inc., the Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., Wachovia Bank, National Association, Bear Stearns Corporate Lending Inc., The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc, WestLB AG, New York Branch as Co-Documentation Agents, Credit Suisse, Cayman Islands Branch, as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Securities Inc., as Sole Lead Arranger and Bookrunner and Credit Suisse, Cayman Islands Branch, as Co-Arranger. ü
10.7	Security Agreement, dated as of October 5, 2005, by DaVita Inc., the Guarantors party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent. ü
10.8	Freestanding Dialysis Center Agreement No. 200308359, effective January 1, 2004, between Amgen USA and Gambro Healthcare, Inc. ü **
10.9	Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Gambro Healthcare, Inc. effective as of December 1, 2004. ü
12.1	Ratio of earnings to fixed charges. ü
31.1	Certification of the Chief Executive Officer, dated November 3, 2005, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
31.2	Certification of the Chief Financial Officer, dated November 3, 2005, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
32.1	Certification of the Chief Executive Officer, dated November 3, 2005, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
32.2	Certification of the Chief Financial Officer, dated November 3, 2005, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

* Management contract or executive compensation plan or agreement.

** Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.

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EX-4.1

Exhibit 4.1

SENIOR

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of the 5th day of October 2005, among DaVita Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below), the persons named as Additional Guarantors signatory hereto (the “Additional Guarantors”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), amends and supplements the Indenture dated as of March 22, 2005 among the Company, the Guarantors named therein, as guarantors (the “Guarantors”), and the Trustee (the “Original Indenture”) with respect to the Company’s 6 5/8% Senior Notes due 2013.

W I T N E S S E T H:

WHEREAS, the Additional Guarantors are, simultaneously herewith, entering into a Guarantee with respect to certain Indebtedness of the Company and the Original Indenture provides that upon entering into any such Guarantee the Additional Guarantors shall enter into a supplemental indenture agreeing to guarantee the obligations of the Company under the Original Indenture;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Holders of Notes, as follows:

Section 1. Defined Terms. All terms used in this Supplemental Indenture which are defined in the Original Indenture have the meanings assigned to them in the Original Indenture.

Section 2. Additional Guarantors. Pursuant to Section 4.19 of the Original Indenture, each of the Additional Guarantors hereby, jointly and severally, unconditionally and irrevocably Guarantees, on a senior basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the Original Indenture on the terms and subject to the conditions set forth in the Original Indenture and agrees to be bound as a Guarantor under the Original Indenture. In connection herewith, each Additional Guarantor will execute and deliver to the Trustee a notation of Note Guarantee.

Section 3. Miscellaneous.

(a) The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

(b) In case any one or more of the provisions in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

(c) This Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of laws.

(d) Except as amended or supplemented by this Supplemental Indenture, the terms, conditions, covenants and agreements set forth in the Original Indenture shall continue in full force and effect.

(e) This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SENIOR

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

DAVITA INC.
By:	/s/ H. W. Guy Seay
Name:	H. W. Guy Seay
Title:	Vice President

GUARANTORS
	Astro, Hobby, West Mt. Renal Care Limited Partnership
	Bay Area Dialysis Partnership
	Beverly Hills Dialysis Partnership
	Carroll County Dialysis Facility, Inc.
	Continental Dialysis Center of Springfield-Fairfax, Inc.
	Continental Dialysis Centers, Inc.
	DaVita Nephrology Associates of Utah, L.L.C.
	DaVita – West, LLC
	Dialysis Specialists of Dallas, Inc.
	Downriver Centers, Inc.
	East End Dialysis Center, Inc.
	Eastmont Dialysis Partnership
	Elberton Dialysis Facility, Inc.
	Flamingo Park Kidney Center, Inc.
	Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership
	Kidney Care Rx, Inc. (fka Total Renal Support Services, Inc.)
	Kidney Care Services, LLC
	Lincoln Park Dialysis Services, Inc.
	Mason-Dixon Dialysis Facilities, Inc.
	Nephrology Medical Associates of Georgia, LLC
	Open Access Sonography, Inc.
	Orange Dialysis, LLC
	Pacific Coast Dialysis Center
	PDI Holdings, Inc. PDI Supply, Inc.
	PDI Supply, Inc.
	Peninsula Dialysis Center, Inc.
	Physicians Dialysis Acquisitions, Inc.
	Physicians Dialysis Ventures, Inc.
	Physicians Dialysis, Inc.
	Renal Treatment Centers – California, Inc.
	Renal Treatment Centers – Hawaii, Inc.
	Renal Treatment Centers – Illinois, Inc.
	Renal Treatment Centers – Mid-Atlantic, Inc.
	Renal Treatment Centers – Northeast, Inc.
	Renal Treatment Centers – Southeast, LP

	Renal Treatment Centers – West, Inc.
	Renal Treatment Centers, Inc.
	RMS DM, LLC
	RTC - Texas Acquisition, Inc.
	RTC Holdings, Inc.
	RTC TN, Inc.
	Sierra Rose Dialysis Center, LLC
	Southwest Atlanta Dialysis Centers, LLC
	Total Acute Kidney Care, Inc.
	Total Renal Care / Eaton Canyon Dialysis Center Partnership
	Total Renal Care of Colorado, Inc.
	Total Renal Care of Utah, L.L.C.
	Total Renal Care Texas Limited Partnership
	Total Renal Care, Inc.
	Total Renal Care/Peralta Renal Center Partnership
	Total Renal Care/Piedmont Dialysis Partnership
	Total Renal Laboratories, Inc.
	Total Renal Research, Inc.
	TRC – Indiana, LLC
	TRC of New York, Inc.
	TRC West, Inc.
	Tri-City Dialysis Center, Inc.
By:	/s/ H. W. Guy Seay
	H. W. Guy Seay, authorized signatory

ADDITIONAL GUARANTORS
	Dialysis Holdings, Inc.
	Gambro Healthcare, Inc.
	Gambro Healthcare Laboratory Services, Inc.
	Gambro Nephrology Partners, Inc.
	Gambro Healthcare of Pennsylvania, Inc.
	Gambro Healthcare of Maryland, Inc.
	Gambro Healthcare of Massachusetts, Inc.
	Gambro of New York, Inc.
	Gambro Supply Corp.
	Gambro Nephrology Services, Inc.
	Gambro Healthcare Nephrology Partners, Inc.
	Gambro Healthcare Renal Care, Inc.
	Gambro Healthcare Procurement Services, Inc.
	Neptune Artificial Kidney Center, L.L.C.
	Freehold Artificial Kidney Center, LLC
By:	/s/ H.W. Guy Seay
	H.W. Guy Seay, authorized signatory
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Sandee Parks
Name:	Sandee Parks
Title:	Vice President

EX-4.2

Exhibit 4.2

SENIOR SUBORDINATED

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of the 5th day of October 2005, among DaVita Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below), the persons named as Additional Guarantors signatory hereto (the “Additional Guarantors”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), amends and supplements the Indenture dated as of March 22, 2005 among the Company, the Guarantors named therein, as guarantors (the “Guarantors”), and the Trustee (the “Original Indenture”) with respect to the Company’s 7 ¹/4% Senior Subordinated Notes due 2015.

W I T N E S S E T H:

WHEREAS, the Additional Guarantors are, simultaneously herewith, entering into a Guarantee with respect to certain Indebtedness of the Company and the Original Indenture provides that upon entering into any such Guarantee the Additional Guarantors shall enter into a supplemental indenture agreeing to guarantee the obligations of the Company under the Original Indenture;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE

WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Holders of Notes, as follows:

Section 1. Defined Terms. All terms used in this Supplemental Indenture which are defined in the Original Indenture have the meanings assigned to them in the Original Indenture.

Section 2. Additional Guarantors. Pursuant to Section 4.19 of the Original Indenture, each of the Additional Guarantors hereby, jointly and severally, unconditionally and irrevocably Guarantees, on a senior subordinated basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the Original Indenture on the terms and subject to the conditions set forth in the Original Indenture and agrees to be bound as a Guarantor under the Original Indenture. In connection herewith, each Additional Guarantor will execute and deliver to the Trustee a notation of Note Guarantee.

Section 3. Miscellaneous.

(a) The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

(b) In case any one or more of the provisions in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

(c) This Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of laws.

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(d) Except as amended or supplemented by this Supplemental Indenture, the terms, conditions, covenants and agreements set forth in the Original Indenture shall continue in full force and effect.

(e) This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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SENIOR SUBORDINATED

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

DAVITA INC.
By:	/s/ H. W. Guy Seay
Name:	H. W. Guy Seay
Title:	Vice President

GUARANTORS
	Astro, Hobby, West Mt. Renal Care Limited Partnership
	Bay Area Dialysis Partnership
	Beverly Hills Dialysis Partnership
	Carroll County Dialysis Facility, Inc.
	Continental Dialysis Center of Springfield-Fairfax, Inc.
	Continental Dialysis Centers, Inc.
	DaVita Nephrology Associates of Utah, L.L.C.
	DaVita – West, LLC
	Dialysis Specialists of Dallas, Inc.
	Downriver Centers, Inc.
	East End Dialysis Center, Inc.
	Eastmont Dialysis Partnership
	Elberton Dialysis Facility, Inc.
	Flamingo Park Kidney Center, Inc.
	Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership
	Kidney Care Rx, Inc. (fka Total Renal Support Services, Inc.)
	Kidney Care Services, LLC
	Lincoln Park Dialysis Services, Inc.
	Mason-Dixon Dialysis Facilities, Inc.
	Nephrology Medical Associates of Georgia, LLC
	Open Access Sonography, Inc.
	Orange Dialysis, LLC
	Pacific Coast Dialysis Center
	PDI Holdings, Inc. PDI Supply, Inc.
	PDI Supply, Inc.
	Peninsula Dialysis Center, Inc.
	Physicians Dialysis Acquisitions, Inc.
	Physicians Dialysis Ventures, Inc.
	Physicians Dialysis, Inc.
	Renal Treatment Centers – California, Inc.
	Renal Treatment Centers – Hawaii, Inc.
	Renal Treatment Centers – Illinois, Inc.
	Renal Treatment Centers – Mid-Atlantic, Inc.
	Renal Treatment Centers – Northeast, Inc.
	Renal Treatment Centers – Southeast, LP

	Renal Treatment Centers – West, Inc.
	Renal Treatment Centers, Inc.
	RMS DM, LLC
	RTC - Texas Acquisition, Inc.
	RTC Holdings, Inc.
	RTC TN, Inc.
	Sierra Rose Dialysis Center, LLC
	Southwest Atlanta Dialysis Centers, LLC
	Total Acute Kidney Care, Inc.
	Total Renal Care / Eaton Canyon Dialysis Center Partnership
	Total Renal Care of Colorado, Inc.
	Total Renal Care of Utah, L.L.C.
	Total Renal Care Texas Limited Partnership
	Total Renal Care, Inc.
	Total Renal Care/Peralta Renal Center Partnership
	Total Renal Care/Piedmont Dialysis Partnership
	Total Renal Laboratories, Inc.
	Total Renal Research, Inc.
	TRC – Indiana, LLC
	TRC of New York, Inc.
	TRC West, Inc.
	Tri-City Dialysis Center, Inc.
By:	/s/ H. W. Guy Seay
	H. W. Guy Seay, authorized signatory

	ADDITIONAL GUARANTORS
	Dialysis Holdings, Inc.
	Gambro Healthcare, Inc.
	Gambro Healthcare Laboratory Services, Inc.
	Gambro Nephrology Partners, Inc.
	Gambro Healthcare of Pennsylvania, Inc.
	Gambro Healthcare of Maryland, Inc.
	Gambro Healthcare of Massachusetts, Inc.
	Gambro of New York, Inc.
	Gambro Supply Corp.
	Gambro Nephrology Services, Inc.
	Gambro Healthcare Nephrology Partners, Inc.
	Gambro Healthcare Renal Care, Inc.
	Gambro Healthcare Procurement Services, Inc.
	Neptune Artificial Kidney Center, L.L.C.
	Freehold Artificial Kidney Center, LLC
By:	/s/ H. W. Guy Seay
	H. W. Guy Seay, authorized signatory

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:	/s/ Sandee Parks
Name:	Sandee Parks
Title:	Vice President

EX-10.1

Exhibit 10.1

DaVita Voluntary Deferral Plan

(formerly Gambro Healthcare

Voluntary Deferral Plan)

Article 1. Establishment, Purpose, and Duration

1.1 Establishment of the Plan. Gambro Healthcare, Inc. establishes this compensation deferral plan known as the Gambro Healthcare Voluntary Deferral Plan (the “Plan”), effective the day before the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc. This Plan is a spinoff of the Gambro Voluntary Deferral Plan (“VDP”). Effective the day of assumption of sponsorship of the Plan by DaVita Inc. in accordance with the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc., DaVita Inc. shall adopt the Plan and become the Plan Sponsor and this Plan is renamed the DaVita Voluntary Deferral Plan (also known as the “Plan”).

Except as otherwise provided herein, the provisions of this Plan apply to amounts deferred after December 31, 2004 into this Plan and amounts deferred after December 31, 2004, into the VDP, pursuant to Section 409A of the Code (as defined below in Section 2(d)). Amounts deferred after December 31, 2004 shall include any Deferral (as defined below in Section 2(h)) to this Plan or the VDP, including Deferrals of a Participant’s Annual Incentive (as defined below in Section 2(a)) for which a deferral election was entered into in 2003 and which was earned in 2004 but paid in 2005. The provisions of this Plan shall be construed and administered in accordance with Code Section 409A, and shall be deemed to be modified to the extent necessary to comply with Code Section 409A.

The Plan provides for the deferral of compensation, subject to the terms set forth herein.

1.2 Purpose of the Plan. The purpose of the Plan is to (a) provide employees with the opportunity to defer pay and taxes, (b) promote the achievement of long-term objectives of the Employer by attracting and retaining key employees of outstanding competence, and (c) provide competitive compensation opportunities. This Plan is an unfunded deferred compensation plan for a select group of management, highly compensated employees, and persons who have been part of a select group of management and/or highly compensated employees. It is intended that the Plan constitute an unfunded “top hat plan” for purposes of the Employee Retirement Income Security Act of 1974, as amended.

1.3 Duration of the Plan. The Plan remains in effect indefinitely, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 7.

Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the initial letter of the word is capitalized:

(a) “Annual Incentive” means an Employee’s annual bonus payment, if any, which is earned in the same year as the Participant’s Base Salary but is payable (if not deferred under this Plan) in the following year.

(b) “Base Salary” means an Employee’s total annual base salary, including any commissions that may be paid to the Employee.

(c) “Board” or “Board of Directors” means the Board of Directors of the Company.

(d) “Code” means the Internal Revenue Code of 1986, as amended, Treasury Regulations and administrative guidance issued thereunder.

(e) “Company” means Gambro Healthcare, Inc., a Tennessee corporation, effective the day before the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc. Effective the day of assumption of sponsorship of the Plan by DaVita Inc. in accordance with the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc., Company means DaVita Inc., a Delaware corporation.

(f) “Compensation” means an Employee’s (1) Base Salary, (2) Annual Incentive, and (3) other compensation, as determined by the Company.

(g) “Deferral Account” means an account established and maintained by the Participant’s Employer for each Participant which shall include the following sub-accounts:

(1) Post-2004 Base Pay Contributions Sub-Account;

(2) Post-2004 Annual Incentive Contributions Sub-Account;

(3) Post-2004 Other Compensation Contributions Sub-Account;

(4) Pre-2005 VDP Base Pay Contributions Sub-Account;

(5) Pre-2005 VDP Annual Incentive Contributions Sub-Account; and

(6) Pre-2005 VDP Other Compensation Contributions Sub-Account.

(h) “Deferrals” mean, individually or collectively, amounts deferred under this Plan.

(i) “Disabled” refers to a Participant who ceases service with the Employer because he or she:

(1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s Employer.

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This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(C).

(j) “Employee” means any regular status, nonunion, salaried employee of the Employer.

(k) “Employer” means Gambro Healthcare, Inc., a Tennessee corporation, effective the day before the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc. Effective the day of assumption of sponsorship of the Plan by DaVita Inc. in accordance with the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc., Employer means DaVita Inc., a Delaware corporation, together with any and all Subsidiaries, listed in Appendix I.

(l) “Minimum Executive Salary Potential” means an amount equal to the minimum Base Salary as set by the Company.

(m) “Participant” means an Employee of the Employer who has been notified by the Plan Administrator of his or her selection to participate in the Plan.

(n) “Plan Administrator” means an individual designated by the Company to administer this Plan.

(o) “Retirement” means that an Employee has voluntarily terminated employment with the Employer on or after his or her attainment of age fifty-nine and one-half (59 ¹/2), and does not continue to provide services to the Employer.

(p) “Separation from Service” means the cessation of an Employee’s service with the Employer.

This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(A)(i).

(q) “Specified Employee” means a key employee as described in Code Section 416(i), without regard to paragraph (5) thereof, of:

(1) Gambro AB (prior to the closing of the sale of Gambro Healthcare, Inc., to DaVita Inc.); and

(2) DaVita Inc. (on or after the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc.)

for so long as any of the applicable corporation’s stock is publicly traded on an established securities market or otherwise.

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This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i).

(r) “Subsidiary” means any corporation in which the Company owns directly, or indirectly through subsidiaries, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) of which the Company owns at least fifty percent (50%) of the combined equity.

(s) “Termination of Service” means that an Employee ceases to be employed by the Employer for any reason.

(t) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii).

Article 3. Administration

3.1 General. The Plan Administrator shall administer the Plan. The Plan Administrator shall be appointed by, and shall serve at the discretion of, the Company. The Board may delegate to the Plan Administrator any or all of the administration of the Plan. To the extent that the Board has delegated to the Plan Administrator any authority and responsibility under the Plan, all applicable references to the Board in the Plan shall be to the Plan Administrator.

3.2 Administration by the Plan Administrator. The Plan Administrator shall have the full power, discretion, and authority to interpret and administer the Plan in a manner which is consistent with the Plan’s provisions. However, in no event shall the Plan Administrator have the power to determine Plan design.

3.3 Decisions Binding. All determinations and decisions made by the Plan Administrator pursuant to the Plan, and all related orders or resolutions of the Plan Administrator, shall be final, conclusive, and binding on all persons, including the Employer, its shareholders, Employees, Participants, and their estates and beneficiaries.

Article 4. Eligibility and Participation

4.1 Eligibility. Persons eligible to participate in the Plan include only Employees who are designated by the Company and whose annualized Base Salary equals or exceeds the estimated Minimum Executive Salary Potential for the relevant year of deferral.

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4.2 Actual Participation.

(a) Post-2004 Deferrals

For any amounts deferred after December 31, 2004, participation in the Plan shall be determined at least annually by the Plan Administrator, in its sole discretion, based upon the criteria set forth in Section 4.1 herein or other relevant considerations. Employees who are chosen to participate in the Plan in any given year shall be so notified in writing.

(b) Post-2004 Deferrals Under VDP

For any amounts deferred after December 31, 2004, participation in the VDP was determined annually by the Plan Administrator, in its sole discretion based upon the criteria set forth in Section 4.1 of the VDP or other relevant considerations. Employees who were chosen to participate in the Plan in any given year were so notified in writing.

(c) Pre-2005 Deferrals Under VDP

For amounts deferred prior to 2005 under the VDP (which were earned and vested as of December 31, 2004), participation in the VDP was determined annually by the Plan Administrator, in its sole discretion based upon the criteria set forth in Section 4.1 of the VDP or other relevant considerations. Employees who were chosen to participate in the Plan in any given year were so notified in writing.

Article 5. Deferrals

5.1 Deferral of Base Salary, Annual Incentive, and Other Compensation. Effective prior to January 1, 2006, a Participant may elect to defer all or a portion of his or her Annual Incentive and up to fifteen percent (15%) of his or her Base Salary into the Participant’s Deferral Account as described in Section 6.1. Effective January 1, 2006, a Participant may elect to defer all or a portion of his or her Annual Incentive and up to fifty percent (50%) of his or her Base Salary into the Participant’s Deferral Account as described in Section 6.1. Moreover, a Participant may also elect to defer all or a portion of his or her other compensation, as defined and determined by the Company. Such election to defer any compensation under this Section 5.1 shall be subject to the provisions of this Article 5.

5.2 Deferral Elections. Any deferral election under Section 5.1 shall be made by a date designated by the Plan Administrator prior to the calendar year in which the services to which the Compensation to be deferred relates, are performed. If an Employee first becomes eligible to participate in the Plan during the calendar year, the Employer may allow such Employee to make a deferral election with respect to services to be performed subsequent to the election within thirty (30) days of becoming eligible to participate in the Plan. Such thirty (30) day period shall commence when the Employee is first eligible to participate in this Plan (or the VDP) or in the Gambro Healthcare, Inc. Executive Retirement Plan (or the Gambro, Inc. Executive Retirement Plan); provided, however, this provision shall be construed and interpreted

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in accordance with Treasury Regulations and other guidance issued by the Treasury and/or the Internal Revenue Service under Code Section 409A. Notwithstanding the preceding sentence, a Participant may elect to defer all or a portion of his or her Annual Incentive based on services performed over a period of at least twelve (12) months, into the Participant’s Deferral Account as described in Section 6.1, only if such deferral election is made no later than June 30. An Employee is eligible to participate in the Plan when determined to be so by the Plan Administrator, which shall not be before the Employee is entered into the Employer’s payroll system. The Participant must complete a new election for each and every year. All deferral elections shall be irrevocable, and shall be made in accordance with the election procedures established by the Plan Administrator. The administrative documents completed by VDP Participants (including the deferral election for the 2005 Deferral of a Participant’s Base Salary, and the Deferral of a Participant’s Annual Incentive, for which a deferral election was entered into in 2004 and which is earned in 2005 but paid in 2006), and other administrative forms, shall be deemed for purposes of this Plan to also have been completed under this Plan.

5.3 Vesting of Deferrals. All Deferrals and the hypothetical rates of return earned on those Deferrals that are equal to the actual returns achieved on those investments under this Articles 5 shall be one hundred percent (100%) vested at the time of such deferral.

5.4 Length of Deferral. Except as otherwise provided herein, all Deferrals hereunder and any hypothetical investment return thereon shall be maintained in deferred status until distributed.

5.5 Unforeseeable Emergency: For Both Post-2004 Deferrals and Pre-2005 Deferrals. The Plan Administrator shall have the authority to alter the timing or manner of payment of deferred amounts in the event that the Participant establishes, to the satisfaction of the Plan Administrator, that the Participant has suffered an Unforeseeable Emergency. The amounts distributed for an Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is, or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). To the extent allowed under Code Section 409A, in the event a Participant has suffered an Unforeseeable Emergency, the Plan Administrator may, in its sole discretion:

(a) Authorize the cessation of Deferrals by such Participant under the Plan;

(b) Provide that all, or a portion, of any previous Deferrals (including amounts deferred before and after 2004, adjusted for hypothetical investment returns) by the Participant shall immediately be paid in a lump-sum cash payment; and/or

(c) Provide for such other payment schedule as deemed appropriate by the Plan Administrator under the circumstances.

The Plan Administrator shall judge the severity of the Unforeseeable Emergency. The Plan Administrator’s decision with respect to the severity of the Unforeseeable Emergency and

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the manner in which, if at all, the Participant’s future Deferral opportunities shall cease and/or the manner in which, if at all, the payment of deferred amounts to the Participant shall be altered or modified, shall be final, conclusive, and not subject to appeal. Each Participant is allowed only one (1) Unforeseeable Emergency withdrawal in any twelve (12) month period.

This Section 5.5 shall be construed and administered in accordance with Code Section 409A(a)(2).

Article 6. Participants’ Account

6.1 Deferral Account. A cash deferral account (the “Deferral Account”) shall be established and maintained by the Participant’s Employer for each Participant who makes a cash deferral under the Plan or who made a cash deferral under the VDP. The Participant’s Deferral Account shall be credited when the amount deferred is deposited (generally within ten (10) business days from when the amount deferred otherwise would have become due and payable to the Participant) and shall be credited to reflect the hypothetical rates of return earned on deferrals that are equal to the actual returns achieved on those investments. The establishment and maintenance of such Deferral Account, however, shall not be construed as entitling any Participant to any specific assets of the Employer.

In the event the Employer becomes insolvent, each Participant under the Plan will become a creditor of the Participant’s Employer. Each Participant’s Deferral Account hereunder will be subject to the general rights of all creditors of the Participant’s Employer.

6.2 Investment Return on Deferral Account. Each Participant may elect to have the amount in his or her Deferral Account hereunder deemed invested in one or more hypothetical investment funds, which are selected for availability by the Company. Participants shall be permitted to change their investment elections daily. The rates of return deemed earned on deferrals shall be equal to the actual returns achieved on these investments.

Each Participant’s Deferral Account shall be credited daily, with the value of the account fluctuating daily based upon the actual performance achieved on deferred amounts pursuant to the investment elections of each Participant. Any hypothetical investment returns on the deferred amounts shall be paid out to Participants at the same time and in the same manner as the underlying deferred amounts.

6.3 Form and Timing of Payout of Deferral Account.

(a) Post-2004 Deferrals

(1) General. The Participant’s Deferral Account shall be paid out in cash. At the time of the deferral election, the Participant shall elect a payout alternative for that year’s Deferral (adjusted for hypothetical investment returns).

(2) Deferral Elections. The Participant shall make an election to receive or commence receipt of the payout:

(A) Year One After Retirement: in the year following the Participant’s Retirement,

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(B) Year Two After Retirement: in the second year following the Participant’s Retirement, or

(C) Year Certain: in a year certain at least three (3) years after the date the deferral election is executed for all Compensation other than a Participant’s Annual Incentive and at least four (4) years after the deferral election is executed for the Participant’s Annual Incentive.

The Participant shall make a deferral election to receive distributions in the form of one (1), five (5), ten (10), fifteen (15), or twenty (20) annual installments payable in January.

(3) Time and Manner of Payment. If the Participant has elected a Year Certain payout, the payout shall be made in the Year Certain, except as provided in Section 6.3(a)(4) below. If the Participant has not elected a Year Certain payout, the time and manner of payment depends on the first distribution event to occur, as follows:

(A) Retirement: A Participant shall commence receipt of the payout in Year One After Retirement or Year Two After Retirement, as elected by the Participant in accordance with the payment method(s) on the deferral election(s) previously made by the Participant.

(B) Becoming Disabled: If a Participant becomes Disabled, a lump-sum cash payment shall be made, or installment payments shall commence and be paid over the period(s) elected on the Participant’s deferral election (if the Participant has attained age fifty-nine and one-half (59 ¹/2) and so elected), as soon as administratively feasible following the Participant becoming Disabled.

(C) Death: In the event of a Participant’s death, only a lump-sum cash payment shall be made, as soon as administratively feasible following such death.

(D) Other Separation from Service: If a Participant has a Separation from Service for any reason other than Retirement, Disability, or death, then he or she shall automatically receive a lump-sum cash payment in January of the year immediately following such Separation from Service.

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(4) Cash-Out Provision. If a Participant elected a Year Certain payout(s) and has a Separation from Service other than Retirement, Disability or death, and the value of the Participant’s Deferral Account (including amounts deferred before and after 2004, adjusted for hypothetical investment returns) (“Entire Interest”) is ten thousand dollars ($10,000) or less, he or she shall automatically receive a lump-sum cash payment as soon as possible following such Separation from Service but no later than the later of:

(A) December 31 of the calendar year in which occurs such Separation from Service, or

(B) the date two and one-half (2 ¹/2) months after such Separation from Service.

(5) Death. Notwithstanding Section 6.3(a)(2)-(4) above, in the event of a Participant’s death prior to the commencement of distributions or during the installment period, only a lump-sum cash payment of the remaining balance of his or her Post-2004 Base Pay Contributions Sub-Account, Post-2004 Annual Incentive Contributions Sub-Account, and Post-2004 Other Compensation Contributions Sub-Account shall be made, as soon as administratively feasible after such death.

(6) Specified Employee. Notwithstanding Section 6.3(a)(1)-(5) above, the initial distribution triggered by a Separation from Service for a Specified Employee must be delayed six (6) months after the date of such Specified Employee’s Separation from Service or, if earlier, the date of death of the Specified Employee.

Thereafter, all installment payments to a Specified Employee shall be made in January, commencing with the first January to occur after the initial distribution.

(b) Pre-2005 Deferrals

(1) General. The Participant’s Deferral Account shall be paid out in cash. At the time of the deferral election, the Participant elected a payout of his or her Pre-2005 VDP Base Pay Contributions Sub-Account, Pre-2005 VDP Annual Incentive Contributions Sub-Account, and Pre-2005 VDP Other Compensation Contributions Sub-Account.

(2) Participant Elections. The Participant made an election to receive or commence receipt of the payout:

(A) Year One After Retirement: in the year following the Participant’s Retirement,

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(B) Year Two After Retirement: in the second year following the Participant’s Retirement, or

(C) Year Certain: in a year certain at least three (3) years beyond the year for which the deferral election was effective.

The Participant made a deferral election to receive distributions in the form of: one (1), five (5), ten (10), fifteen (15), or twenty (20) annual installments payable in January.

However, if a Participant’s Termination of Service is for any reason other than Retirement, Disability or Death, he or she shall automatically receive a lump-sum cash payment in the January of the year immediately following such Termination of Service of his or her Pre-2005 VDP Base Pay Contributions Sub-Account, Pre-2005 VDP Annual Incentive Contributions Sub-Account, and Pre-2005 VDP Other Compensation Contributions Sub-Account.

Notwithstanding this Section 6.3(b)(2), in the event a Participant has a Termination of Service other than Retirement, Disability or death, and the value of the Participant’s Entire Interest (as defined in Section 6.3(a)(4)) is ten thousand dollars ($10,000) or less, he or she shall automatically receive a lump-sum cash payment as soon as possible in accordance with Section 6.3(a)(4).

(3) Disability. Notwithstanding the foregoing, if a Participant becomes Disabled as defined in Section 2(i), a lump-sum cash payment of his or her Pre-2005 VDP Base Pay Contributions Sub-Account, Pre-2005 VDP Annual Incentive Contributions Sub-Account, and Pre-2005 VDP Other Compensation Contributions Sub-Account shall be made, or installment payments shall commence and be paid over the period(s) elected on the Participant’s deferral election (if the Participant has attained age fifty-nine and one-half (59 ¹/2) and so elected), as soon as administratively feasible following the Participant becoming Disabled.

(4) Death. Notwithstanding Section 6.3(b)(2)-(3) above, in the event of a Participant’s death prior to the commencement of distributions or during the installment period, only a lump-sum cash payment of the remaining balance of his or her Pre-2005 VDP Base Pay Contributions Sub-Account, Pre-2005 VDP Annual Incentive Contributions Sub-Account, and Pre-2005 VDP Other Compensation Contributions Sub-Account shall be made as soon as administratively feasible following such death.

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6.4 Establishment of Rabbi Trust. The Company shall establish an irrevocable rabbi trust (which shall be a grantor trust within the meaning of Code Sections 671–678) for the benefit of Plan Participants and beneficiaries of Plan Participants, as appropriate. The rabbi trust shall be governed by a trust agreement and shall have an independent trustee (such trustee to have a fiduciary duty to carry out the terms and conditions of the rabbi trust) as selected by the Company, and shall have restrictions as to the Company’s ability to amend the rabbi trust or to cancel benefits provided thereunder.

Assets contained in any rabbi trust established hereunder shall at all times be specifically subject to the claims of each Participant’s Employer’s general creditors in the event of bankruptcy or insolvency; such terms shall be specifically defined within the provisions of the rabbi trust, along with a required procedure for notifying the trustee of any such bankruptcy or insolvency. The terms of the trust agreement shall not provide that assets contained in the rabbi trust will become restricted to the provision of benefits under the Plan in connection with a change in the Employer’s financial health.

Assets contained in any rabbi trust established hereunder shall at all times be located within the United States.

Subject to the other provisions of this Section 6.4, at the sole discretion of the Board, the Employer shall contribute cash or other assets to the rabbi trust for the benefit of Plan Participants and beneficiaries of Plan Participants.

Article 7. Amendment, Modification, and Termination

7.1 Amendment and Modification. The Company may, with prospective or retroactive effect, amend or modify the Plan at any time and from time to time, including at any time during the calendar year 2005 if determined to be necessary, appropriate or advisable in response to administrative guidance issued under Code Section 409A or to comply with the provisions of Code Section 409A. Notwithstanding the preceding sentence, the Company may accelerate distributions under this Plan only when doing so is consistent with Treasury Regulations and other guidance issued by the Internal Revenue Service under Code Section 409A. In the event the spinoff of this Plan (and related transfer of assets) from the Gambro Voluntary Deferral Plan is construed to be a material modification of the Gambro Voluntary Deferral Plan, then the amounts deferred prior to 2005 under the Gambro Voluntary Deferral Plan which are transferred to this Plan and related rabbi trust shall be subject to the provisions of Code Section 409A.

7.2 Suspension, Discontinuance, and Termination. The Board may suspend, discontinue or terminate the Plan at any time and from time to time; provided that, the Company may accelerate distributions under this Plan only when doing so is consistent with Treasury Regulations and other guidance issued by the Internal Revenue Service under Code Section 409A.

7.3 Previous Deferrals. Except as required by law, no termination, amendment, or modification of the Plan shall in any material manner adversely affect any Deferral previously made under the Plan, without the written consent of the applicable Participant.

11

7.4 Acknowledgment of Authority. Each Employer acknowledges the Company’s right to amend, modify and otherwise take action regarding the Plan with respect to all Employers. The Employers also acknowledge the Board’s right to terminate the Plan with respect to all Employers.

7.5 Spinoff of Gambro Healthcare Voluntary Deferral Plan from Gambro Voluntary Deferral Plan. Effective the day before the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc. (“Transfer Date”), the Participant’s Deferral Account and related liabilities under the VDP and related rabbi trust of each:

(a) Participant who is an Employee of Gambro Healthcare, Inc. on the Transfer Date; and

(b) former Employee (or his or her beneficiary) of Gambro Healthcare, Inc. who is entitled to a benefit from the VDP on the Transfer Date

shall be transferred to this Plan and related rabbi trust.

Article 8. Miscellaneous

8.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

8.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.3 Beneficiary Designation. Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom such Participant’s benefit under the Plan is to be paid in the event of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator, and will be effective only when filed by the Participant in writing with the Plan Administrator during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s surviving spouse. In the event that there is no surviving spouse, any remaining benefits shall be paid in equal shares to the surviving children of the Participant. If there are no surviving children, any remaining benefits shall be paid to the Participant’s estate.

8.4 Successors. All obligations of the Employer under the Plan with respect to Deferrals hereunder shall be binding on any successor to the Employer, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Employer.

8.5 Requirements of Law. Deferrals under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

12

8.6 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the internal, substantive laws of the State of Colorado.

8.7 Withholding of Taxes. The Employer and/or Trustee shall have the right to deduct, from amounts otherwise credited to or paid from a Participant’s Deferral Account, amounts sufficient to satisfy federal, state, local, and foreign tax withholding requirements.

8.8 Assumption of Risk. The Participant and the Participant’s beneficiary shall assume all risk (other than for gross negligence of the Company, Board, or the Plan Administrator, or breach by the Company of the terms of this Plan) in connection with:

(a) the Plan and trust design, implementation and/or administration;

(b) investment decisions made by the Participant and the resulting value of the Participant’s Deferral Account;

(c) the selection of and actions of the Trustee or any other third party providing services to the Company or the rabbi trust in connection with the Plan or rabbi trust (including their administrative and investment expenses); and

(d) any income taxes, penalties and interest incurred by the Participant or Participant’s beneficiary relating to or arising out of his or her participation in the Plan.

13

IN WITNESS WHEREOF, Gambro Healthcare, Inc. has caused this Gambro Healthcare Voluntary Deferral Plan to be effective as provided above and executed by its duly authorized officer this 5^th day of October, 2005. This Plan may be executed in any number of counterpart signature pages, each of which shall be deemed an original and which together shall constitute a single instrument.

Gambro Healthcare, Inc.
By	/s/ Larry Buckelew
	Larry Buckelew
	President

14

IN WITNESS WHEREOF, DaVita Inc. has caused this DaVita Inc. Voluntary Deferral Plan to be effective as provided above and executed by its duly authorized officer this 5^th day of October, 2005. This Plan may be executed in any number of counterpart signature pages, each of which shall be deemed an original and which together shall constitute a single instrument.

DaVita Inc.
By:	/s/ Thomas L. Kelly
Name:	Thomas L. Kelly
Title:	Executive Vice President and acting Chief Financial Officer

15

APPENDIX I

Gambro Healthcare Voluntary Deferral Plan

Participating Employers	Effective Date of Participation
Gambro Healthcare, Inc.	*
DaVita Inc.	**

* The day before the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc.

** The day of assumption of sponsorship of the Plan by DaVita Inc. in accordance with the closing of the sale of Gambro Healthcare, Inc. to DaVita Inc.

16

EX-10.2

Exhibit 10.2

DaVita Inc.

Director Compensation Philosophy and Plan

Philosophy

1. To pay differentially higher compensation for higher levels of work, responsibility and performance.

2. Compensation amount and structure that will attract highly competent candidates for Board service.

3. Tie compensation to increases in long-term shareholder value (including by shifting some cash payments to stock).

4. Vesting continues as long as the director continues to serve on the Board, but does not require continued service as committee chair.

Options

Each non-management board member shall be granted options to purchase 12,000 shares of Company stock per year of service on the Board, granted on, and priced as of the close of market on, the date of the Company’s annual stockholder meeting, vesting 100% on the date of the Company’s next annual stockholder meeting, expiring five years after date of grant.

Each new member of the Board after the date hereof shall be granted options to purchase 15,000 shares of Company stock upon appointment to the Board, priced at the closing price on the grant date, vesting 25% per year beginning on the first anniversary of the grant date, expiring five years after the grant date.

Retainer

$24,000 per year paid quarterly in arrears, half in cash and half in deferred stock units that must be held for one year.

Board Meetings

$4,000 per in person meeting

$2,000 per telephonic meeting longer than 1 ¹/2 hours

Committee Meetings (Chair and Members)

$2,000 per in person meeting ($2,500 for Chairs of Clinical Performance Committee and Public Policy Committee/$1,500 for members of Clinical Performance Committee and Public Policy Committee).

$2,000 per telephonic meeting longer than 1 hour and for telephonic meetings of the Audit Committee related to quarterly earnings releases ($2,500 for Chairs of Clinical Performance Committee and Public Policy Committee/$1,500 for members of Clinical Performance Committee and Public Policy Committee).

No Committee meeting fees are earned for Nominating and Governance Committee meetings held on regular Board meeting dates.

Additional Retainer—Lead Independent Director and primary Committee Chairs (Audit, Compensation and Compliance)

$20,000 per year paid quarterly in arrears, half in cash and half in deferred stock units that must be held for one year, for the Chair of the Audit Committee, the Chair of the Compensation Committee and the Chair of the Compliance Committee.

$20,000 per year paid quarterly in arrears, half in cash and half in deferred stock units that must be held for one year, for the Lead Independent Director. If the Lead Independent Director also serves as the Chair of a primary Committee, the Lead Independent Director will receive a total additional retainer of $20,000, unless the Committee determines otherwise.

Additional Options—Lead Independent Director and primary Committee Chairs (Audit, Compensation and Compliance)

Each shall be granted options to purchase 6,000 shares of Company stock per year of service in these roles, granted on, and priced as of the close of market on, the date of the Company’s annual stockholder meeting, vesting 100% on the date of the Company’s next annual stockholder meeting, expiring five years after the grant date. Vesting continues so long as the Director continues to serve on the Board (that is, does not require continued service as Lead Independent Director or Committee Chair). If the Lead Independent Director also serves as the Chair of a primary Committee, the Lead Independent Director will receive a total additional option grant of 6,000 shares (not 12,000 shares), unless the Committee determines otherwise.

Additional Deferred Stock Units—Lead Independent Director and primary Committee Chairs (Audit, Compensation and Compliance)

Each shall be granted 1,500 deferred stock units on the date of the Company’s annual stockholder meeting that must be held for one year. If the Lead Independent Director also serves as the Chair of a primary Committee, the Lead Independent Director will receive a total deferred stock units grant of 1,500 shares (not 3,000 shares), unless the Committee determines otherwise.

Amended March 30, 2005

Amended October 4, 2005

EX-10.3

EXHIBIT 10.3

MEMORANDUM RELATING TO BONUS STRUCTURE

FOR

THOMAS O. USILTON

On October 5, 2005, the Company agreed to pay Mr. Usilton, Group Vice President, an additional $125,000 in cash compensation on the anniversary of the date of the closing of the acquisition of Gambro Healthcare for each of the following four years beginning on October 5, 2006; provided that Mr. Usilton continues to be an employee of the Company on such anniversary date. Such amount is in addition to amounts which Mr. Usilton is otherwise eligible to receive under his employment agreement with the Company.

EX-10.4

EXHIBIT 10.4

MEMORANDUM RELATING TO BONUS STRUCTURE

FOR

JOSEPH SCHOHL

On October 17, 2005, the Company agreed to pay Joseph Schohl, Vice President, General Counsel and Secretary, an additional $125,000 in cash compensation on the anniversary date of the closing of the acquisition of Gambro Healthcare, Inc. for each of the two following years beginning on October 5, 2006, provided that Mr. Schohl continues to be an employee of the Company on such anniversary date. Such amount is in addition to amounts which Mr. Schohl is otherwise eligible to receive under his employment agreement with the Company.

EX-10.5

Exhibit 10.5

CONFIDENTIAL TREATMENT

EXECUTION COPY

ALLIANCE AND PRODUCT SUPPLY AGREEMENT

among

GAMBRO RENAL PRODUCTS, INC.,

DAVITA INC.

and

GAMBRO AB

dated as of October 5, 2005

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms	2
SECTION 1.02. Additional Definitions	4
ARTICLE II
SCOPE
SECTION 2.01. Oversight and Guidance	5
SECTION 2.02. Cooperation	6
SECTION 2.03. Data Supply	6
SECTION 2.04. Clinical Trial Participation	6
SECTION 2.05. Sales	6
SECTION 2.06. No Re-Sale	6
SECTION 2.07. Access to Product Portfolio	6
ARTICLE III
STEERING COMMITTEE
SECTION 3.01. Steering Committee	7
SECTION 3.02. Relationship Managers	8
SECTION 3.03. Access to Managers	8
SECTION 3.04. Review Meetings and Progress Reports	8
SECTION 3.05. Issue Resolution	8
ARTICLE IV
PRODUCT CHANGES AND TERMINATIONS
SECTION 4.01. Material Changes	9

i

SECTION 4.02. Cessation of Production	10
SECTION 4.03. Improved Products	10
SECTION 4.04. Developmental Products	11
SECTION 4.05. New Products	11
SECTION 4.06. [DELETED]	11
ARTICLE V
REGULATORY COOPERATION
SECTION 5.01. Regulatory Action	11
ARTICLE VI
OWNERSHIP OF INTELLECTUAL PROPERTY
SECTION 6.01. Continuing Ownership	11
SECTION 6.02. Exclusive Ownership	11
SECTION 6.03. Joint Inventions	11
ARTICLE VII
PURCHASE REQUIREMENTS
SECTION 7.01. [DELETED] Purchase Requirements	12
SECTION 7.02. [DELETED] Purchase Requirements	14
SECTION 7.03. Extension Requirements	14
SECTION 7.04. [DELETED] Purchase Requirements	15
SECTION 7.05. Installation; Training, Transition; Acquisitions	15
SECTION 7.06. Supplier’s Agreement to Supply	16
SECTION 7.07. Bloodlines	16
SECTION 7.08. Dry Acid Concentrate	16
SECTION 7.09. [DELETED] Dry Concentrate [DELETED]	17

ii

ARTICLE VIII
FORECASTS, PURCHASE ORDERS, FULFILLMENT
SECTION 8.01. Rolling Forecasts	17
SECTION 8.02. Purchase Orders	18
SECTION 8.03. Terms of Agreement Govern	19
SECTION 8.04. Supply Obligations	19
SECTION 8.05. Inability to Supply	20
SECTION 8.06. Delivery	20
SECTION 8.07. Returned Goods	22
ARTICLE IX
PRICES; PAYMENT
SECTION 9.01. Price	22
SECTION 9.02. Price Amendments	22
SECTION 9.03. Payment Terms	22
SECTION 9.04. Taxes	22
ARTICLE X
PRODUCT RELATED WARRANTIES AND COVENANTS
SECTION 10.01. Warranty	23
SECTION 10.02. Dialyzers	24
SECTION 10.03. Limitations on Use	24
ARTICLE XI
REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; INSURANCE
SECTION 11.01. Mutual Representations	24
SECTION 11.02. Indemnification	26
SECTION 11.03. Insurance	27

iii

SECTION 11.04. Parent Guaranty	28
ARTICLE XII
TERM AND TERMINATION
SECTION 12.01. Initial Term	28
SECTION 12.02. Extension to Initial Term	28
SECTION 12.03. Termination for Cause	28
SECTION 12.04. Survival	28
ARTICLE XIII
FORCE MAJEURE; HARDSHIP EVENTS
SECTION 13.01. Force Majeure	29
SECTION 13.02. Hardship Events	29
ARTICLE XIV
ARBITRATION
SECTION 14.01. Arbitration	29
ARTICLE XV
CONFIDENTIAL INFORMATION
SECTION 15.01. Confidential Information	31
SECTION 15.02. Required Disclosure	31
SECTION 15.03. Return of Confidential Information	31
SECTION 15.04. Public Announcements	32
ARTICLE XVI
MISCELLANEOUS
SECTION 16.01. Notice	32
SECTION 16.02. Entire Agreement	33
SECTION 16.03. Assignment	33

iv

SECTION 16.04. Amendment	33
SECTION 16.05. Waiver	33
SECTION 16.06. Specific Performance	34
SECTION 16.07. Governing Law	34
SECTION 16.08. Order of Precedence	34
SECTION 16.09. Counterparts	34
SECTION 16.10. Open Records	34
SECTION 16.11. Compliance with the Purchaser’s Vendor Policy	35
SECTION 16.12. Corporate Integrity Agreement.	35

EXHIBITS and SCHEDULES

Schedule A – Initial Steering Committee Members, Initial Relationship Managers, Designated Executive Officers

Schedule B – Withdrawn Products

Schedule C – Existing Obligations

Schedule D – Interpretation of Section 7.04

Exhibit 1 – Products and Product Prices

Exhibit 2 – Standard Warranties

Exhibit 3 – Vendor Relations Policies and Procedures

v

ALLIANCE AND PRODUCT SUPPLY AGREEMENT

ALLIANCE AND PRODUCT SUPPLY AGREEMENT (this “APS Agreement”), dated as of October 5, 2005 (the “Effective Date”), among GAMBRO RENAL PRODUCTS INC., a Colorado corporation (the “Supplier”), DAVITA INC., a Delaware corporation (the “Purchaser”), and, solely for purposes of Section 11.04, GAMBRO AB, a company organized under the laws of the Kingdom of Sweden (“Parent”).

RECITALS

WHEREAS, the Purchaser and Gambro, Inc., a Colorado corporation (the “Seller”), have entered into a Stock Purchase Agreement, dated as of December 6, 2004 (the “Purchase Agreement”) pursuant to which the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller, all the issued and outstanding shares of common stock of Gambro Healthcare, Inc., a Tennessee corporation (“GUS”), which owns and operates a network of dialysis clinics at various locations in the United States, all as more particularly set forth in the Purchase Agreement;

WHEREAS, the Parties have agreed, among other things, to cooperate in the areas of clinical research, medical outcomes, clinic productivity, product development, and education; and to establish a steering committee to, among other things, develop, implement and monitor the cooperative relationship established between the Parties as well as to oversee and negotiate or make determinations required under this APS Agreement;

WHEREAS, the Supplier and its Affiliates are engaged in the business of developing, manufacturing and marketing, among other things, (a) products for hemodialysis, peritoneal dialysis, intensive care and certain types of extra-corporeal therapies, including apheresis, and (b) water purification systems;

WHEREAS, the Purchaser and its Affiliates own and control clinics, [DELETED] that require certain products manufactured and marketed by the Supplier, its Affiliates and/or licensees, and the Purchaser has agreed to purchase its requirements for such clinics from the Supplier, its Affiliates and/or licensees; and

WHEREAS, the Supplier has agreed to supply the Purchaser’s requirements for such products;

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms defined in the Purchase Agreement are used herein as therein defined and the interpretations and rules of construction therein shall apply hereto.

SECTION 1.01. Certain Defined Terms . For purposes of this APS Agreement:

“Clinical Development” means the development of clinical protocols, clinical evaluation site selection, clinical patient selection, and clinical trial management to support the preparation and filing of all applicable Regulatory Filings, and obtaining all necessary regulatory, reimbursement and pricing approvals in the United States with respect to a Developmental Product.

[DELETED]

“Confidential Information” means all proprietary information and materials (whether or not patentable), disclosed by one Party to the other Party, irrespective of the manner in which a Party disclosed such information, in furtherance of this APS Agreement, including inventions, data and information related to clinical trials and protocols, substances, formulations, techniques, methodology, equipment, data, reports, correspondence, know-how, manufacturing documentation and sources of supply, as well as the existence and terms of this APS Agreement.

“Current Machines” means [DELETED]

“Data” means (a) all data (including clinical and medical outcome, as well as [DELETED] data) and information generated in connection with Pre-Clinical Development and Clinical Development of Developmental Products; (b) all information relating to clinical research, to medical outcomes, and to [DELETED] when Products (including New Products and Improved Products) are used in treatments; (c) all information relating to the performance of Products (including New Products and Improved Product); (d) information relating to Education; and (e) all data necessary for regulatory filings on Products, Developmental Products and Improved Products.

“Designated Executive Officers” means, at any time, the Designated Executive Officers identified on Schedule A, as such Schedule may be amended at any time by either Party, but only with respect to the identity of such amending Party’s Designated Executive Officer.

“Developmental Product” means any product that is proposed to be, or is being, developed by either Party for use in the Field.

“Disclosing Party” means, with respect to any Confidential Information, the Party that provides, directly or indirectly, its Confidential Information to the Receiving Party.

“Dry Concentrate” means, [DELETED]

“Education” means training health care professionals in the use of the Products, New Products or Developmental Products or in the proper documentation of services provided utilizing same.

“Extra-corporeal Therapies” means the collection, purification and/or treatment (including apheresis and leukopheresis) of blood or blood components outside the body using products manufactured or marketed by the Supplier, its Affiliates and/or licensees.

2

“FDA” means the United States Food and Drug Administration.

“Field” means the treatment of chronic and acute (temporary) organ failures via dialysis, including hemodialysis, intensive care treatments, peritoneal dialysis, and related treatments, including apheresis.

“Force Majeure” means a circumstance beyond the control of a Party, including acts of war (whether declared or undeclared) or terrorism; fire, flood, or other natural catastrophe; riot, strikes or work stoppages for any reason; embargo or other government action, including the enactment of any Law that restricts or prohibits the providing of the Products or the providing of healthcare services utilizing the Products.

[DELETED]

“HD Products” means machines, single-use and re-use dialyzers, cassettes, bloodlines, disposables, dry and liquid concentrates, solutions, and access devices, including needles and catheters, in each case for hemodialysis.

“IC Products” means machines; dialyzers; cassettes; tubing sets; disposables; access devices, including needles and catheters; and solutions, in each case for intensive care or the types of Extra-corporeal Therapies for which the Supplier’s, its Affiliates’ and/or licensees’ machines have received 510K clearance from the FDA.

“Improved Product” means any product that (a) is a new version, model and/or other improvement of, and (b) has the same basic functionality as, an existing HD Product, Water Purification Product and/or IC Product set forth on Exhibit 1 as of the Effective Date.

“Inability to Supply” means the Supplier’s failure for any reason to supply the Purchaser with quantities of any Product that the Supplier is required to supply pursuant to Article VII and Section 8.04(a).

“Intellectual Property” means (a) inventions (whether filed as patent applications of not), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing

“Material Change” and cognates thereof means a variation in a Product that would require (a) retraining of clinic personnel, (b) modifications in other Products in order to use the Product that is Materially Changed, or (c) submission of the Product that is Materially Changed to the FDA for 510K clearance.

“New Product” means a product for use in hemodialysis, peritoneal dialysis, renal intensive care and Extra-corporeal Therapies that has a basic functionality different from any Product specified on Exhibit 1 to the APS Agreement.

[DELETED]

3

“Party” means either the Supplier or the Purchaser, and their respective successors and permitted assigns hereunder, as appropriate.

“Pre-Clinical Development” means pre-clinical safety and tolerance studies, including prototype design and development, process development, the collection of data, and the supply of materials (including fluid and blood samples or products).

“Product Liability Claims” means any and all claims by users of Products (including patients treated with any Product or their family members, insurers, health care providers, subrogees or assignees) seeking damages for personal injury, death, expense, economic loss (including, without limitation, loss of value of the Product), or any other relief or remedy, arising out of or related to any alleged defect in the design or manufacture, labeling, packaging or marketing of any Product.

“Products” means those HD Products, Water Purification Products and IC Products, collectively, specified on Exhibit 1 to this APS Agreement, as such Exhibit shall be amended from time to time in accordance herewith to (a) delete any Products discontinued by the Supplier, its Affiliates and/or licensees, (b) include any Improved Product, and (c) include all mutually agreed New Products.

“Receiving Party” means, with respect to any Confidential Information, the Party that receives such Confidential Information.

“Regulatory Filings” means the preparation and filing of all applicable regulatory documents, and obtaining all necessary regulatory, reimbursement and pricing approvals in the United States.

“Representative” means, as to a Party, such Party’s Affiliates and its and their directors, officers, employees, agents, and advisors (including counsel and accountants).

“Spare Parts” means any replacement parts required for Products utilized in a [DELETED].

“UCC” means the Uniform Commercial Code as enacted in the State of New York.

“Water Purification Products” means water purification systems and related parts and materials, whether stand-alone equipment or central water systems, and equipment designed to meet the specifications for a particular [DELETED], and any services related thereto, except for installation of stand-alone equipment.

SECTION 1.02. Additional Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Sections
“Anti-Kickback Statute”	16.12(b)
“APS Agreement”	Preamble

4

Definition	Sections
“Automatic Renewal Period”	12.02
“Breaching Party”	12.03
“CIA”	16.12(a)
“DCS”	8.06(b)(i)
“EDI”	8.02
“Effective Date”	Preamble
“Extension”	12.02
“FFDCA”	11.01(b)(ii)
“First Renewal Period”	12.02
“GUS”	Recitals
“Hardship Event”	13.02
“Initial Term”	12.01
“Insurance Market”	11.03
“Invoiced Amount”	9.03
“Joint Invention”	6.03(a)
“Loss”	11.02(a)
[DELETED]	[DELETED]
“New York Courts”	16.07
“Parent”	Preamble
“Price”	9.01
“Primary Warehouses”	8.06(b)(i)
“Product Warranties”	10.01(a)
“Purchase Agreement”	Recitals
“Purchaser”	Preamble
“Purchaser Indemnified Party”	11.02(b)
“Relationship Manager”	3.02
“Second Renewal Period”	12.02
“Seller”	Recitals
“Steering Committee”	3.01(a)
“Supplier”	Preamble
“Supplier Indemnified Party”	11.02(a)
“Term”	12.02
“Third Party Product”	3.05(c)
“Third Renewal Period”	12.02
“Warranty Service”	10.01(b)
“Warranty Service Specifications”	10.01(c)
“[DELETED]”	7.05(a)(i)

ARTICLE II

SCOPE

SECTION 2.01. Oversight and Guidance. The Relationship Managers and the Steering Committee shall have oversight and guidance responsibilities with respect to the Parties’ performance under this APS Agreement, as more fully set forth in Article III.

5

SECTION 2.02. Cooperation. The Parties hereby agree to cooperate with each other pursuant to the terms of this APS Agreement in the development of products with application in the Field. Such cooperation shall be directed, overseen and guided by the Relationship Managers and the Steering Committee, in accordance with the terms of this APS Agreement. Such cooperation shall include the Parties’ cooperating in the following activities: (a) Pre Clinical Development and Clinical Development of Developmental Products; (b) Data exchange; and (c) Education.

SECTION 2.03. Data Supply. Subject to any confidentiality or other regulatory restriction (including HIPAA and applicable state privacy regulations), the Purchaser agrees to provide the Supplier with reasonable access to requested Data (including samples, if appropriate) collected and/or generated by the [DELETED]. Such Data shall at all times be owned by the Purchaser (and may not be resold, transferred, shared or otherwise made available to third parties by the Supplier except with the prior written consent of the Purchaser) and shall be subject to the confidentiality provisions of this APS Agreement. Such Data shall be used solely in connection with (a) assessing the performance of the Products, or the development of New Products or Improved Products and (b) the publication of articles and/or marketing materials based on such Data, provided the use of Data in such articles and marketing material is anonymized and non-attributed.

SECTION 2.04. Clinical Trial Participation. The Supplier may, from time to time, request that the Purchaser cause any [DELETED] to participate, to the extent commercially reasonable, in clinical trials relating to New Products and/or Developmental Products. The Purchaser agrees to negotiate in good faith the terms and conditions related to such participation, including preparation of a trial protocol to identify the types of Data to be reported.

SECTION 2.05. Sales. The Supplier and the Purchaser agree that all sales of the Products by and between the Supplier and the Purchaser shall be subject exclusively to the terms of this APS Agreement. Nothing in this APS Agreement is intended nor shall it be construed as restricting the Supplier, its Affiliates and/or licensees from selling goods or services (including the Products) to any other Person.

SECTION 2.06. No Re-Sale. The Purchaser agrees that the Products sold under this APS Agreement shall not be re-sold or re-marketed, directly or indirectly, by the Purchaser, and that the Purchaser shall cause its Affiliates not to re-sell or remarket such Products, in each case other than to dialysis centers managed by the Purchaser.

SECTION 2.07. Access to Product Portfolio. During the Term, the Supplier shall provide the Purchaser with access to all Supplier-manufactured products that are approved for use in the U.S. and are commercially available for use in the Field.

6

ARTICLE III

STEERING COMMITTEE

SECTION 3.01. Steering Committee. (a) Formation of Steering Committee. The Parties shall cooperate in good faith to form a steering committee (the “Steering Committee”) as soon as reasonably practicable following the Closing Date. The Steering Committee shall consist of no fewer than four (4) but no more than six (6) members, with the Supplier and the Purchaser each designating the same number of members. Each Party’s Relationship Manager shall be a member of the Steering Committee. The initial members of the Steering Committee shall be as set forth on Schedule A.

(b) Steering Committee Member Replacement. Either Party may at any time upon written notice replace any member of the Steering Committee that it has designated, including such Party’s designated Relationship Manager. In the event a vacancy occurs in the Steering Committee, the Party that appointed the member that has vacated its membership shall promptly designate a substitute member and provide written notice to the other Party of such designation.

(c) Steering Committee Meetings and Responsibilities. The Steering Committee shall meet as necessary, but at least once each during each calendar quarter, or as otherwise agreed in writing by the Parties. The Steering Committee shall, at a minimum:

(i) ensure each Party is performing its obligations under this APS Agreement;

(ii) coordinate the Parties’ activities relating to (A) Pre-Clinical Development and Clinical Development of Development Products; (B) the exchange of Data, and (C) Education;

(iii) determine prices for Improved Products and New Products as set forth in Sections 4.03 and 4.05, respectively; and

(iv) attempt in good faith to resolve any issue presented to the Steering Committee by a Relationship Manager.

(d) Steering Committee Decisions. Each Party shall have one (1) vote on the Steering Committee, and a quorum of the Steering Committee shall require at least two (2) representatives from each Party. All decisions of the Steering Committee shall be by unanimous vote and documented in a writing signed by the Steering Committee members participating in such decision. The Steering Committee shall not have the power to amend this APS Agreement, provided, that the Steering Committee shall have the power to amend Exhibit 1 solely with respect to the price of New Products or Improved Products.

(e) Formation of Subcommittees. If and when required under this APS Agreement, or as the Steering Committee shall determine necessary or appropriate, the Steering Committee shall establish, appoint and oversee subcommittees in its discretion. Each subcommittee shall meet as directed by the Steering Committee, and shall report to the Steering Committee as requested. Any such subcommittee shall include at least two members, and such

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members shall be appointed, in equal number, by each Party’s Relationship Manager. Such representatives may, but need not, be members of the Steering Committee.

SECTION 3.02. Relationship Managers. In addition to the Steering Committee, each Party shall designate an individual (each a “Relationship Manager”) who shall serve as the primary representative to the other Party with respect to managing the relationship of the Parties under this APS Agreement and who shall report to the other members of the Steering Committee. The Relationship Manager for each Party shall have overall responsibility for managing and coordinating the performance of such Party’s obligations under this APS Agreement and for coordination with such Party’s personnel. The initial Supplier Relationship Manager and Purchaser Relationship Manager shall be as set forth on Schedule A. The Supplier and the Purchaser Relationship Managers shall work with and make reports to each other on a regular basis, and no less than semi-monthly, with respect to issues that arise regarding this APS Agreement. Each Relationship Manager shall be deemed to have authority to issue, execute, grant or provide any requests, notices or other communications required hereunder or requested by the other Party in connection with this APS Agreement.

SECTION 3.03. Access to Managers. The Supplier shall ensure that the Purchaser has adequate access to the Supplier Relationship Manager, and that such Relationship Manager responds to and has sufficient time to service the Purchaser hereunder to the reasonable satisfaction of the Purchaser. The Purchaser shall ensure that the Supplier has adequate access to the Purchaser Relationship Manager and that such Relationship Manager responds to and has sufficient time to service the Supplier hereunder to the reasonable satisfaction of the Supplier.

SECTION 3.04. Review Meetings and Progress Reports. Upon the reasonable request of either Party’s Relationship Manager, and with reasonable notice, each Party’s Relationship Manager, as well as appropriate additional personnel involved in the performance of this APS Agreement, shall meet at a location mutually agreed to by the Parties or conduct a teleconference or videoconference meeting, to discuss this APS Agreement. At each such meeting and whenever reasonably requested by either Party and with reasonable notice, each Party shall provide the other Party with a written status report that identifies any problem or circumstance encountered by the Party, or that the Party gained knowledge of during the period since the last such status report, that may prevent or tend to prevent the Party from completing any of its obligations under this APS Agreement. If applicable, the Party shall identify the cause of any identified problem or circumstance and steps taken or proposed to be taken by the Party to remedy the problem or circumstance.

SECTION 3.05. Issue Resolution.

(a) Internal Resolution Process. Subject to Sections 3.05(c) and 4.03(c), in the event of any issue, controversy or claim arising out of or relating to this APS Agreement, including any disagreement between the Relationship Managers, the Relationship Managers shall attempt in good faith to resolve such issue promptly. In the event that the Relationship Managers cannot resolve any such issue, either Relationship Manager may refer such issue to the Steering Committee for resolution. If the Steering Committee cannot reach consensus to resolve the issue within twenty (20) business days after the matter has been brought to the Steering Committee’s

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attention, then any Steering Committee member may submit such issue to the Designated Executive Officers of each Party for resolution. The Designated Executive Officers shall attempt in good faith to resolve any issue presented to them by the Steering Committee. In the event that the Designated Executive Officers cannot resolve an issue, controversy or claim arising out of or relating to this APS Agreement within twenty (20) business days after the matter has been brought to their attention, such issue, controversy or claim shall be submitted to non binding mediation pursuant to Section 3.05(b).

(b) External Mediation Process. Subject to Sections 3.05(c) and 4.03(c), any issue, controversy or claim that has not been resolved pursuant to Section 3.05(a) shall be submitted to non-binding mediation in the county where the non-complaining Party has its principal place of business. The Parties shall use their commercially reasonable efforts to schedule mediation within thirty (30) days from the date on which the claim is submitted to mediation. If the Parties in good faith do not settle the dispute through mediation, such dispute shall be submitted to binding arbitration pursuant to Article XIV.

(c) Third Party Product Disputes. Notwithstanding anything to the contrary in Section 3.05(a), in the event that the Purchaser in good faith believes that one or more Products supplied by the Supplier, its Affiliates and/or licensees is materially inferior in performance to a functionally similar product manufactured by a third party (a “Third Party Product”), and the Supplier disagrees with such belief, the issue shall be treated as specified for a general dispute, except that if the Designated Executive Officers are unable to resolve such issue, the matter shall not be resolved pursuant to the terms of Section 3.05(b) or Article XIV, but rather shall be referred by the Designated Executive Officers to a medical advisory board composed of five nationally recognized nephrologists, one to be selected by each Party and the other three to be mutually agreeable to those nephrologists selected by the Parties. The medical advisory board’s decision shall be final, conclusive and binding on the Parties. If the medical advisory board agrees with the Purchaser, then the Purchaser may purchase such Third Party Product and such purchase shall be included in any calculation made of the Purchaser’s purchase obligations pursuant to Article VII for the time period that such Third Party Product purchases continue. Subject to any contractual obligations of the Purchaser, the Purchaser’s purchase obligations pursuant to Article VII with respect to such Product shall be reinstated when such previously inferior Product is determined by the Designated Executive Officers to be functionally equivalent and not inferior to the Third Party Product, except that if the Designated Executive Officers are unable to resolve such issue, the matter shall be resolved pursuant to the terms of Section 3.05(c).

ARTICLE IV

PRODUCT CHANGES AND TERMINATIONS

SECTION 4.01. Material Changes. The Supplier shall provide reasonable, and in no event less than six (6) months, prior written notice to the Purchaser when contemplating making any Material Changes. The Purchaser shall use its commercially reasonable efforts to review all such proposed Material Changes in an expeditious manner, but shall incur no liability in connection with such review or any failure to make such review, nor

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shall such review relieve the Supplier from any warranty obligation or any other obligation set forth herein.

SECTION 4.02. Cessation of Production. In the event that the Supplier, its Affiliates and/or licensees decides to cease producing any Product, the Supplier shall notify the Purchaser of its intent to withdraw such Product at least [DELETED] before such withdrawal. Except as shown on Schedule B, the Supplier has no current plans to withdraw any Products within [DELETED] of the date of this APS Agreement. The Purchaser will have a minimum of [DELETED] from the date of such notice to place orders for such Product without quantity restrictions; provided, that the Purchaser promptly tenders to the Supplier a good faith forecast, complying with the terms of Article VIII, of the Purchaser’s requirements and allowing a commercially reasonable lead time for the Supplier, its Affiliates and/or licensees to produce such requirements. The Supplier, its Affiliates and/or licensees will maintain the capability to supply agreed upon Products, including Spare Parts, for a period to be agreed by the Parties, but in no event less than [DELETED] after withdrawal of such Products. In addition, after discontinuing any Product, the Supplier, its Affiliates and/or licensees shall maintain a reasonable supply of warranty replacements therefor for the remainder of all applicable warranty periods and an adequate supply of Spare Parts for the reasonable expected useful life of such Product.

SECTION 4.03. Improved Products. (a) The Supplier may amend Exhibit 1 to (i) include one or more Improved Products as a “Product” at any time and (ii) provided that the Supplier is in compliance with Section 4.02, remove one or more Products from Exhibit 1. Upon the amendment and delivery of an amended Exhibit to the Steering Committee in connection with the addition of an Improved Product, the Relationship Managers shall negotiate in good faith to determine a market price for each such Improved Product. The market price for any Improved Product shall be based on [DELETED] following amendment of Exhibit 1 to add such Improved Product. Upon determination of a market price for such Improved Products, Exhibit 1 shall be amended to include any such Price for such items.

(b) If the Relationship Managers are unable to resolve the price for an Improved Product within twenty (20) days, the issue shall be treated as specified in Section 3.05(a), except that if the Designated Executive Officers are unable to resolve such issue within twenty (20) days after the matter has been brought to their attention, or earlier at the agreement of the Parties, Exhibit 1 shall be amended to reflect [DELETED]. Either Party shall have the right, for the twenty-day period following each such amendment of Exhibit 1, to dispute such price pursuant to the terms of Section 4.03(c).

(c) Notwithstanding anything to the contrary in Section 3.05(a), in the event that Exhibit 1 has been amended pursuant to Section 4.03(b) to reflect the [DELETED] of any Improved Product, the price of which is in dispute, either Party may, within twenty (20) days from the date of such amendment, seek non-binding mediation pursuant to Section 3.05(a) or, notwithstanding Section 3.05(b), immediately seek binding arbitration pursuant to Article XIV. Following a negotiated or binding decision resulting from such arbitration procedure, the Parties shall adjust the amounts paid prior to such final price determination, in accordance with such determination.

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(d) [DELETED].

SECTION 4.04. Developmental Products. Either Party may propose a Developmental Product through its Relationship Manager to the other Party’s Relationship Manager. The Relationship Managers shall in good faith consider the advisability of establishing cooperation between the Parties with respect to the development and commercialization of such proposed Developmental Product. Any such cooperation shall be subject to a separate written agreement between the Parties.

SECTION 4.05. New Products. The Purchaser and the Supplier shall negotiate in good faith the amendment of Exhibit 1 to include one or more New Products as a “Product” at any time and Exhibit 1 shall only be amended on the mutual agreement of the Parties. The price being charged to the Purchaser for any New Product shall be based on all relevant factors including [DELETED] in respect of such New Product for the [DELETED] to add such New Product.

SECTION 4.06 [DELETED]

ARTICLE V

REGULATORY COOPERATION

SECTION 5.01. Regulatory Action. Each Party shall promptly inform the other Party of any regulatory action of which it is aware that would materially and adversely affect any Product in the United States.

ARTICLE VI

OWNERSHIP OF INTELLECTUAL PROPERTY

SECTION 6.01. Continuing Ownership. Each Party acknowledges that any Intellectual Property of the other Party or its Affiliates is and shall continue to be owned by such other Party and its Affiliates, respectively, subject only to any licenses that may from time to time be granted by one Party to another.

SECTION 6.02. Exclusive Ownership. Any inventions, discoveries, improvements, modifications, alterations or enhancements, including those in Developmental Products, New Products and Improved Products that are made, conceived, discovered or reduced to practice solely by the employees or contractors of a Party or the employees or contractors of its Affiliates, during and in the course of performance under this APS Agreement, together with all Intellectual Property rights therein, shall be owned exclusively by such Party or its Affiliates and shall be included in the Intellectual Property of such Party.

SECTION 6.03. Joint Inventions. (a) Any invention that is conceived, discovered or reduced to practice jointly by the employees or contractors of both Parties or their Affiliates pursuant to performance under this APS Agreement (a “Joint Invention”), including Joint Inventions relating to Improved Products, New Products or Developmental Products, shall be jointly owned by the Parties without any right or duty of

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accounting. Expenses relating to any patent filings, patent applications and patent grants covering Joint Inventions shall be shared equally by each Party and the Parties agree to assist and require their employees and contractors and their Affiliate’s employees and contractors, if applicable, to assist in filing and prosecuting such patent applications and securing such patent grants. If either Party elects not to monetarily support the filing, prosecution, or maintenance of a patent application or patent on any such Joint Invention in any country, then that Party shall promptly notify the other Party, who may elect to file, continue prosecution or pay maintenance at its own expense. The non-paying Party agrees to assign all its rights, and to require its employees and contractors and the employees and contractors of its Affiliates, if applicable, to assign their rights in such Joint Invention, patent application, and patent to the Party paying the expenses.

(b) In the event that a filing is made for patent protection for any Joint Invention, the Supplier shall have the right, at its option during the [DELETED] upon written notice to the Purchaser, to purchase the Purchaser’s interest in each such Joint Invention. The Purchaser shall, if the Supplier provides timely written notice of its intent to exercise such option, promptly sell such interest to the Supplier. Each such sale shall be made at the [DELETED], as the [DELETED] shall be agreed by the Relationship Managers, subject to the terms of Sections 3.05(a) and (b).

ARTICLE VII

PURCHASE REQUIREMENTS

SECTION 7.01. [DELETED] Purchase Requirements. (a) During the Initial Term and, if applicable, during the First Renewal Period, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1:

(i) [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.08, Dry Concentrates [DELETED];

(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees; and

(C) machines that replace [DELETED];

(ii) no less than [DELETED]%, and shall make reasonable efforts to purchase [DELETED]%, of the [DELETED] requirements of each of the following:

(A) dialysis or apheresis machines that do not replace [DELETED]; provided, that during the [DELETED], the Purchaser shall, and shall cause its Affiliates to purchase from the Supplier no less than [DELETED]%, and shall make reasonable efforts to purchase [DELETED]%, of the [DELETED] requirements of dialysis machines that do not replace [DELETED];

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(B) single-use dialyzers; provided, that during the [DELETED], the Purchaser shall only be required to purchase [DELETED]%, and shall make reasonable efforts to purchase [DELETED]%, of the [DELETED] requirements of single-use dialyzers;

(C) re use dialyzers; provided, that during the [DELETED] the Purchaser shall only be required to purchase [DELETED]%, and shall make reasonable efforts to purchase [DELETED]%, of the [DELETED] requirements of re-use dialyzers;

(D) subject to Section 7.08, Dry Concentrates for machines [DELETED]; and

(E) any other Product not otherwise specified in this Section 7.01(a).

(b) During the Second Renewal Period, if applicable, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1:

(i) no less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.08, Dry Concentrates for use with [DELETED];

(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees; and

(C) machines that replace [DELETED];

(ii) no less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) dialysis or apheresis machines that do not replace [DELETED];

(B) single-use dialyzers;

(C) re-use dialyzers;

(D) subject to Section 7.08, Dry Concentrates for machines [DELETED]; and

(E) any other Product not otherwise specified in this Section 7.01(b).

(c) During the Third Renewal Period, if applicable, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1:

(i) no less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.08, Dry Concentrates for use with [DELETED];

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(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees; and

(C) machines that replace [DELETED];

(ii) no less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) dialysis or apheresis machines that do not replace [DELETED];

(B) single-use dialyzers;

(C) re-use dialyzers;

(D) subject to Section 7.08, Dry Concentrates for machines [DELETED]; and

(E) any other Product not otherwise specified in this Section 7.01(c).

SECTION 7.02. [DELETED] Purchase Requirements. (a) During the Initial Term and, if applicable, during the First Renewal Period, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier [DELETED]% of the [DELETED] requirements of Dry Concentrate and other Products, subject to the terms and conditions of this APS Agreement (including, without limitation, section 7.08 below) at the prices set out in Exhibit 1; provided, that, subject to Section 7.09, the Purchaser [DELETED] for use with [DELETED] in [DELETED].

(b) During the Second Renewal Period, if applicable, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier [DELETED]% of the machines that replace the [DELETED] and no less than [DELETED]% of the [DELETED] requirements of Dry Concentrate and other Products, subject to the terms and conditions of this APS Agreement (including, without limitation, section 7.08 below) at the prices set out in Exhibit 1; provided, that, subject to Section 7.09, the Purchaser [DELETED] for use with [DELETED] in [DELETED].

(c) During the Third Renewal Period, if applicable, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier [DELETED]% of the machines that replace the [DELETED] and no less than [DELETED]% of the [DELETED] requirements of Dry Concentrate and other Products, subject to the terms and conditions of this APS Agreement (including, without limitation, section 7.08 below) at the prices set out in Exhibit 1; provided, that, subject to Section 7.09, the Purchaser [DELETED] for use with [DELETED] in [DELETED].

SECTION 7.03. Extension Requirements. The Purchaser’s purchasing obligations with respect to the [DELETED] requirements and the [DELETED] requirements during the Extension shall be determined through negotiation pursuant to Section 12.02.

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SECTION 7.04. [DELETED] Purchase Requirements. (a) The Purchaser may satisfy its obligations pursuant to Section 7.01 and Section 7.02 on a unit volume weighted average basis and on a Product category by Product category basis as such Product categories are specified in each sub-sub-subsection (as indicated by a capitalized letter) of Section 7.01 for any measurement period taking into account [DELETED] aggregate purchases for each such Product category. Schedule D attached hereto contains illustrative examples to aid in the interpretation of the requirement contained in this Section 7.04. None of the terms or figures shown in such Schedule D examples shall bear any legally operative meaning, and the examples are provided for illustration purposes only.

(b) Except as otherwise permitted under this APS Agreement, the Purchaser shall not purchase, and shall cause its Affiliates not to purchase, any product that is a substitute for any Product.

(c) Within thirty (30) days after each calendar quarter, the Purchaser will provide a report to each of the Relationship Managers identifying (i) the Purchaser’s total purchases of Products, on a Product category basis as described in paragraph (a) above, during such quarter and (ii) the quantity of such purchases made from the Supplier. Within thirty (30) days after each calendar quarter, the Supplier shall also provide a report to the Relationship Managers reflecting the Supplier’s record of the Products Purchaser bought during the quarter. The Steering Committee will review such quarterly reports at its regular meetings to assure that the Parties’ records concur and that the Purchaser is fulfilling its obligations under this Section 7.04 for the applicable measurement period.

SECTION 7.05. Installation; Training, Transition; Acquisitions

(a)(i) During the Initial Term and the Automatic Renewal Period, if any, the Supplier shall be responsible for [DELETED] of all dialysis, apheresis and continuous renal replacement therapy machines purchased by Purchaser pursuant to this APS Agreement. In addition, during the Initial Term and the Automatic Renewal Period, if any, the Supplier shall be responsible for [DELETED].

(ii) During the Initial Term and the Automatic Renewal Period, if any, to the extent commercially reasonable, the Supplier shall make available to the Purchaser educational and technical support, materials and personnel in order to assist the Purchaser in efficiently complying with its obligations under this Article VII.

(iii) During the Initial Term and the Automatic Renewal Period, if any, the Supplier shall install and certify all Water Purification Products consisting of [DELETED] products purchased hereunder by [DELETED].

(iv) The Supplier shall provide [DELETED] to the personnel of the Purchaser as part of the Supplier’s biomed technical training program and will enroll such personnel in the Supplier’s regularly scheduled classes as quickly as possible after the Effective Date. The Purchaser shall pay the Supplier for such training [DELETED] as set out in Exhibit 1, which cost may be amended by the Steering Committee each year during the

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term of this APS Agreement as part of its responsibility for coordinating the parties’ activities relating to education; and the Purchaser shall require [DELETED] from the Supplier on such terms.

(b) The requirements of this Article VII shall be subject to the existing obligations of the Purchaser, each of which are shown on Schedule C and purchases under such obligations shall not be included in any calculation made of the Purchaser’s purchase obligations pursuant to this Article VII for the time period that such obligations are in effect. The Supplier shall have the right to buy out any existing contracts under which the Purchaser currently has purchasing obligations in order to more quickly transition Products under this APS Agreement.

(c) With respect to any clinic acquired by the Purchaser subsequent to the Effective Date, the requirements of this Article VII shall be subject to the existing obligations of such clinic, provided that the Supplier is given prompt notice of such existing obligations and the Supplier shall have the right to buy out any existing contracts under which such acquired clinic currently has purchasing obligations in order to more quickly transition Products under this APS Agreement.

SECTION 7.06. Supplier’s Agreement to Supply. During the Initial Term, and, if applicable, the Automatic Renewal Period, the Supplier shall supply to the Purchaser and its Affiliates the Products to be purchased pursuant to this Article VII, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1.

SECTION 7.07. Bloodlines. (a) Provided that the Purchaser cooperates with the Supplier to minimize the number of bloodlines and product codes that require modification, the Supplier agrees to use commercially reasonable efforts to modify bloodlines purchased by the Purchaser pursuant to this APS Agreement for use in machines that are owned by the Purchaser prior to the Effective Date. The Parties shall cooperate to develop a schedule for the conversion and introduction of such modified bloodlines.

(b) The Parties agree that the Purchaser’s contract with [DELETED], as described in Schedule C to this APS Agreement, may be extended until no later than [DELETED], for up to [DELETED]% of the bloodlines required for [DELETED] and that the Parties’ purchase and supply obligations with respect to modified bloodlines for [DELETED] shall not go into effect until the expiration or earlier termination of the [DELETED] extended contract, at which time they shall be fully enforceable. The terms of this APS Agreement with respect to bloodlines for [DELETED] shall remain in effect, irrespective of the contract with [DELETED].

SECTION 7.08. [DELETED]. The Purchaser agrees to the following:

(a) The Purchaser shall use reasonable good faith efforts such that by [DELETED] as defined below, the Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier, on the terms and conditions of this APS Agreement, [DELETED];

(b) by the [DELETED], the Purchaser’s purchases of [DELETED] from the Supplier will comprise not less than [DELETED]percent ([DELETED]%), and the Purchaser

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shall make commercially reasonable efforts to purchase from the Supplier [DELETED] percent ([DELETED]%), of the total volume of the Purchaser’s aggregate requirements for [DELETED] required by [DELETED] and [DELETED]; provided, however, that in each case, the selection of the clinics purchasing the [DELETED] from the Supplier shall be made by the Purchaser in its sole and absolute discretion after consultation with Supplier;

(c) [DELETED] [DELETED], Supplier shall be obligated to supply the Purchaser’s aggregate volume requirements for [DELETED] required by [DELETED] and [DELETED], provided that (i) prior to the [DELETED], such volume requirements of [DELETED] shall not exceed [DELETED] percent ([DELETED]%) of [DELETED] and the [DELETED] aggregate volume requirements for [DELETED], and (ii) by the [DELETED], the Supplier shall not be obligated to supply as [DELETED] more than [DELETED] percent ([DELETED]%) of [DELETED] and the [DELETED] aggregate volume requirements for [DELETED]; and

(d) [DELETED], the Supplier shall have no obligation [DELETED].

For purposes of this Section 7.08, the [DELETED] shall mean the date on which the Purchaser confirms in writing that, after good faith efforts, the Purchaser has adequately [DELETED] in its clinics. If the Purchaser has not given such written notice by [DELETED], the Seller shall have the right to refer the matter to the Steering Committee to determine the [DELETED]. The price for the [DELETED] as set out in Exhibit 1.

SECTION 7.09. [DELETED] Dry Concentrate [DELETED]. The Supplier will [DELETED], manufacture and make commercially available to Purchaser [DELETED], [DELETED] (such [DELETED] product shall be referred to as the [DELETED]), that will [DELETED] and [DELETED] the Purchaser’s [DELETED] as described below. The [DELETED] will deliver [DELETED] according to the Purchaser’s current prescription standard [DELETED]. [DELETED] will be priced at the same level as [DELETED].

ARTICLE VIII

FORECASTS, PURCHASE ORDERS, FULFILLMENT

SECTION 8.01. Rolling Forecasts. The Parties shall have agreed by the Effective Date, on an initial 12-month demand forecast, in standard units of purchase, that will commence on October 1, 2005. The first and second months of that initial forecast will be binding.

(a) No later than fifteen (15) U.S. business days after the beginning of each month following the Effective Date, the Parties shall conduct a monthly forecast review to develop a good-faith rolling monthly national forecast for the following 12 months. At that time, the forecast for the third following month in the relevant forecast will become binding (i.e., if the forecast is reviewed in September, the forecast for December becomes binding, October and November having already been made and remaining binding), unless the Parties agree otherwise in writing. Prior to each monthly review, the Supplier will compare the immediate past month’s

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forecast to actual purchase orders received from the Purchaser. On the basis of that comparison, the Parties will determine what corrective actions and adjustments might be required.

(b) During each monthly forecast review, the Purchaser shall also inform the Supplier about factors that may cause the Purchaser to purchase differently than in the past. Examples of such factors include:

(i) A planned transition from one Product or product type to another Product or product type (e.g., a change in Purchaser’s reuse vs. single use strategy);

(ii) A planned transition from one therapy type to another;

(iii) Plans for new clinics, acquisitions, expansions, and divestitures.

The Parties will develop a mutually agreed supply plan to address the supply implications of such changes. These factors will be documented in the monthly forecast review minutes. The Purchaser’s failure to disclose such factors will release the Supplier from any obligation to respond to these conditions in a timely manner and will obligate the Purchaser to compensate the Supplier for any obsolescence and product disposal costs that result from the Purchaser’s failure to disclose these factors to the Supplier.

(c) Each monthly forecast will be signed off by the Parties. If the Purchaser fails to participate or contribute to the process, the Supplier will note that failure in the forecast review minutes and will set the forecast based on the Supplier’s best information. The Supplier will also notify the Purchaser in writing that the Supplier believes that the Purchaser is not making a good-faith effort to participate in and contribute to the forecasting process. The Purchaser will also pay the Supplier for all obsolescence and product disposal costs that result from forecast errors in those months that became binding when the Purchaser failed to participate in the forecast process.

(d) Within fifteen (15) U.S. business days following the close of each calendar quarter, the Parties will determine whether the Purchaser has actually ordered the quantities of Products specified in the binding forecasts for such calendar quarter. In the event actual orders did not equal or exceed the binding forecasts for Products (by categories as defined in Section 7.04(a)), the Seller may invoice, and the Purchaser agrees to pay, [DELETED] percent ([DELETED]%) of [DELETED].

SECTION 8.02. Purchase Orders. Purchase orders may be communicated from the Purchaser to the Supplier via telephone, U.S. mail, facsimile transmission, Web ordering or by Electronic Data Interface (“EDI”) transaction sets mutually agreed and tested by the Supplier and the Purchaser. The Supplier is under no obligation to use any electronic communication method that would cost the Supplier more than the standard EDI Value Added Network (VAN) fees typically charged in the United States market. The Supplier is obligated to pay EDI VAN fees only for the “supplier side” of the transaction mailbox. Purchase orders shall:

(a) be in a form mutually acceptable to the Purchaser and the Supplier;

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(b) conform to the terms and conditions of this APS Agreement; and

(c) set forth the following information:

(i) the complete ‘bill to’ and ‘ship to’ address(es);

(ii) catalog number, description and quantity of Products being purchased;

(iii) price per item;

(iv) payment terms;

(v) shipping term as stated herein (i.e., F.O.B. (UCC) shipping point);

(vi) required delivery date, if desired; and

(vii) lift gate and/or inside delivery requirements, if needed.

EDI purchase orders for equipment from [DELETED] may be accepted without a follow-up written purchase order. All orders placed by telephone must be followed up by a written purchase order (faxed or mailed). Until the Purchaser provides the Supplier with written notice permitting [DELETED] to utilize EDI ordering, all purchase orders for equipment for [DELETED] must be either faxed or mailed.

SECTION 8.03. Terms of Agreement Govern. No modification or amendment to this APS Agreement shall be effected by or result from the receipt, acceptance, signing or acknowledgement of any purchase order hereunder, Supplier’s quotations, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this APS Agreement. The terms of this APS Agreement shall supersede any provision in any purchase order, invoice or other document (including the Supplier’s policies, practices, catalogs, brochures and the like) that is inconsistent with the terms of this APS Agreement.

SECTION 8.04. Supply Obligations

(a) Duty to Accept. The Supplier shall accept purchase orders from the Purchaser, subject to the other terms and conditions of this APS Agreement, to the extent such quantity of any Product is no more than [DELETED]% of the quantity of such Product agreed by the Parties in the binding forecast for that month.

(b) No Duty to Accept. The Supplier shall not be obligated to accept purchase orders to the extent the quantity of a Product ordered exceeds the limitation in Section 8.04(a), but shall use commercially reasonable efforts to fill orders for quantities exceeding forecast from the Supplier’s available supplies. In the event that the Supplier, despite the use of its commercially reasonable efforts, is unable to supply such excess quantities to the Purchaser, such inability to supply shall not constitute a breach of the Supplier’s obligations under this Article VIII.

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(c) Excess Supply Notice. The Supplier shall notify the Purchaser as soon as the Supplier becomes aware that the Purchaser’s orders are exceeding forecast and shall advise the Purchaser of the Supplier’s ability to fill any amounts of such orders in excess of [DELETED]% of the forecast. The Purchaser shall notify the Supplier as soon as the Purchaser becomes aware that the Purchaser’s requirements for any Product will exceed the forecast of such Product.

SECTION 8.05. Inability to Supply

(a) Notice. The Supplier shall provide the Purchaser with a written notice of an Inability to Supply as promptly as practicable, but in no event more than ten (10) days after the Supplier becomes aware of an Inability to Supply. In the event that the Purchaser reasonably believes that an Inability to Supply exists, the Purchaser shall provide the Supplier with written notice of such belief and the Supplier shall respond by written notice within ten (10) days confirming or denying such belief.

(b) Alternative Supply. In the event of an Inability to Supply, the parties shall reasonably cooperate to establish an alternative supply for those Products for which an Inability to Supply exists, including enabling the Supplier to provide reasonable third-party substitute products. The Supplier shall [DELETED] in connection with an Inability to Supply, provided that the Purchaser has cooperated with the Supplier pursuant to this Section 8.05(b) including to [DELETED].

(c) Calculations. In the event of an Inability to Supply, any purchases of products made by the Purchaser from third parties in substitution for those Products affected by such Inability to Supply shall be included in any calculation made of the Purchaser’s purchase obligations pursuant to Article VII for the time period that such Inability to Supply exists.

SECTION 8.06. Delivery

(a) Delivery Dates. The Supplier shall make commercially reasonable efforts to ship or cause to be shipped quantities of Product that the Supplier is obligated to supply pursuant to Section 8.04 for delivery on the dates specified in the Purchaser’s purchase orders submitted and accepted in accordance with this Article VIII. All stated shipment dates are based upon timely receipt of all necessary information from the Purchaser. Alternate delivery arrangements may be agreed upon and must be added to this APS Agreement. If requested by the Purchaser, the Supplier shall provide advance shipping notice in an EDI 856 transaction set.

(b) Delivery Terms.

(i) Products indicated with an asterisk (*) on Exhibit 1 will be shipped [DELETED] of the Supplier when the shipment meets all of the criteria necessary to allow it to be delivered by the Supplier’s Dedicated Carrier Service (“DCS”). Those criteria are:

(A) The order must include at least [DELETED] pounds of Products (including but not limited to Products marked with an asterisk(*)) in the aggregate.

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(B) The destination clinic must be willing to accept the delivery schedule guidelines that are necessary to make DCS deliveries possible.

(C) Standard DCS deliveries will be made [DELETED]. If a facility cannot accommodate such trailers from DCS, or if circumstances prevent the use of the Supplier’s standard delivery methods, including removal and return of drums, or if the facility schedules fewer than 7 receiving hours per day (when the facility is open), the Purchaser will be responsible for incremental charges to be reflected on the invoice. (This service is not available for shipments to Alaska or Hawaii). In the event the Supplier’s [DELETED] of the Products [DELETED] by an amount [DELETED]% of the contract rates (i.e., cost per 100 pounds) in effect as of the Effective Date, the Supplier [DELETED], and the [DELETED] of such [DELETED] shall be referred to as the “[DELETED]”); provided, however, that the [DELETED] may not [DELETED] (as defined below) between the [DELETED].

For products marked with an asterisk (*) on Exhibit 1, [DELETED] for all orders that do not meet all of the above DCS criteria.

(ii) All other Products (with the exception of capital equipment, accessories, software, spare parts and manuals) are shipped [DELETED] via surface common carrier [DELETED]. Any extra charges for expediting, tailgate service, inside delivery, redelivery, etc., are prepaid and added to the invoice. Capital equipment, accessories, software, spare parts and manuals are shipped [DELETED].

(iii) All shipments are F.O.B. (UCC) the Supplier’s warehouse or manufacturing facility in the 48 continental states of the United States via common carrier.

(iv) The Purchaser must visually inspect the shipment and notify the Supplier in writing of any apparent irregularity within ten (10) days of receipt of the shipment. In the absence of timely written notice, acceptance will be conclusively presumed. In the event that Product is damaged or lost in transit, the Purchaser may choose to:

(A) file a damage or loss claim with the carrier; or

(B) request refund or replacement from the Supplier. In that instance, the Purchaser would assign to the Supplier all rights to file a claim with the carrier.

(v) If drums are delivered into the Purchaser’s custody rather than being pumped off into the clinic’s tanks, the Supplier reserves the right to charge the Purchaser $[DELETED] for each lost or damaged drum. The Supplier [DELETED] the Purchaser to pick up empty drums in conjunction with a delivery of drummed Product. The Supplier may charge the Purchaser $[DELETED] for each lost or damaged pallet.

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(c) Pump Off. The Supplier agrees to provide bulk delivery of liquid Products at the request of, and as a service to, the Purchaser. It is the responsibility of the Purchaser’s clinic employees to monitor the product delivery process and ensure that the product formula transferred into the clinic’s storage vessel(s) is correct. The Supplier will provide delivery equipment and assistance in the transfer process but will not be responsible for assuring that the product transferred into storage vessels at the clinic has the same formulas as the product label on the vessel. Neither the Supplier nor its agents will be liable for errors in transferring product into the clinic’s storage vessels.

SECTION 8.07. Returned Goods. Returned goods will be accepted only with prior written authorization from the Supplier which authorization shall not be unreasonably withheld or delayed and in accordance with such authorization. Items must be returned freight prepaid and accompanied by the Supplier’s Returned Goods Authorization (RGA) form. Items to be returned must be in original cartons, have original labels, be in salable condition and are subject to a [DELETED] percent ([DELETED]%) re-stocking charge except there will be no such re-stocking charge and any related freight charges shall be borne by the Supplier if the items were sent to the Purchaser in error or were damaged at the time of receipt of such goods. Goods held over [DELETED] from the date of invoicing, abused or custom items, chemical concentrates, and items identified as non-returnable or that have deteriorated due to cause beyond the Supplier’s control, may not be returned.

ARTICLE IX

PRICES; PAYMENT

SECTION 9.01. Price. Subject to the provisions of this APS Agreement, the Supplier agrees to offer each Product for sale to the Purchaser during the Initial Term and, if applicable, the Automatic Renewal Period, at the respective price set forth on Exhibit 1 (with respect to any Product, the “Price”).

SECTION 9.02. Price Amendments. The Steering Committee shall amend Exhibit 1 to include any Price associated with an Improved Product or a New Product.

SECTION 9.03. Payment Terms. The Supplier shall submit invoices to the Purchaser on a ‘bill as shipped’ basis with respect to all amounts payable by the Purchaser to the Supplier hereunder (the “Invoiced Amount”) setting out (a) the Products shipped and (b) the aggregate amount payable hereunder for the supply of such Products. The Purchaser shall pay the Invoiced Amount to the Supplier within [DELETED] after the date of the relevant invoice. Interest shall be charged on any undisputed past due amount at a rate equal to [DELETED] % per month or the highest rate permitted by applicable Law (whichever is less).

SECTION 9.04. Taxes. Quoted prices do not include sales, use, excise or similar taxes. The Purchaser agrees to pay promptly any and all applicable taxes, assessments or other charges levied or assessed on or with respect to acquisition, possession, or use of the Products, or shall reimburse the Supplier if the Supplier has paid such taxes.

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ARTICLE X

PRODUCT RELATED WARRANTIES AND COVENANTS

SECTION 10.01. Warranty. (a) Except as may be otherwise expressly set forth in this APS Agreement, the sale of each item of the Products is subject to the terms of the Suppliers’ standard warranty applicable to the relevant Product (the “Product Warranties”), which the Supplier represents and warrants are the standard warranties which have been generally provided to its customers and which terms are attached hereto in Exhibit 2 and fully incorporated here in by reference.

(b) Notwithstanding anything to the contrary in this APS Agreement, the [DELETED] all of the Product Warranty services that may be required by the Purchaser, [DELETED], with respect to any particular Product that is under a Product Warranty (the “Warranty Service”).

(c) All Warranty Services [DELETED] shall be performed in accordance with the instructions and specifications for such Warranty Services as provided by the [DELETED]; following procedures exactly; using certified, calibrated test and measurement equipment and Spare Parts; and documenting the service to procedure (collectively, the “Warranty Service Specifications”).

(d) At the Supplier’s request, the parties shall jointly develop a procedure that will enable the Supplier to monitor, on a continuing basis, the [DELETED] in conformance with the Warranty Service Specifications. Except as may otherwise be agreed in such jointly developed procedure, the Purchaser shall notify the Supplier of a Product the Purchaser believes to be defective and the Supplier will promptly provide the necessary Spare Parts at the Supplier’s expense. The Purchaser will promptly return to the Supplier, at the Supplier’s expense, all defective goods that have been replaced with Spare Parts during the Term. If the Supplier determines in good faith that the returned goods were not really defective, the Supplier shall have the right to charge the Purchaser for the replacement Spare Parts at the prices specified in Exhibit 1, including shipping costs for the replacement Spare Parts, and shall promptly return to the Purchaser, at the Purchaser’s expense, the non-defective returned goods.

(e) In connection with [DELETED].

(f) The Supplier makes no warranty and will have no obligation for any consumable parts or supplies or damage to the Products caused by or resulting from abuse, misuse, neglect or any unauthorized repairs, maintenance or alterations of the Products or any [DELETED] will void all warranties with respect to the applicable Product. To the extent possible and applicable to the Products, the Supplier will extend to the Purchaser all applicable warranties of its suppliers, without recourse to the Supplier.

(g) EXCEPT AS EXPRESSLY SET FORTH IN THIS APS AGREEMENT, THE SUPPLIER’S LIABILITY FOR ANY BREACH OF THE APPLICABLE STANDARD WARRANTY AND THE REMEDIES AVAILABLE TO THE PURCHASER, [DELETED] FOR CLAIMS OF BREACH THEREOF (WHETHER SUCH CLAIMS ARE MADE IN

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CONTRACT OR STRICT LIABILITY OR OTHERWISE), SHALL BE LIMITED AS SET FORTH IN THE APPLICABLE STANDARD WARRANTY. THE APPLICABLE STANDARD WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SUPPLIERS’ LIABILITY INCLUDE LIABILITY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

SECTION 10.02. Dialyzers. Some dialyzers are labeled “For Single Use Only”. The Purchaser hereby covenants that it will not reuse such dialyzers. The Purchaser further covenants that it will use those dialyzers which are labeled for reuse only in accordance with the “General Information” included with such product

SECTION 10.03. Limitations on Use. Sales by the Supplier under this APS Agreement are made in reliance on the Purchaser’s representation that the Purchaser’s order is pursuant to a physician’s prescription or a legally authorized customer’s purchase order. The Purchaser agrees that any Product purchased from the Supplier is for use in the United States and/or authorized United States territories only.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; INSURANCE

SECTION 11.01. Mutual Representations. (a) Each Party hereby represents and warrants to the other Party as follows:

(i) The execution, delivery and performance of this APS Agreement by such Party has been duly authorized by all necessary action on the part of such Party.

(ii) This APS Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles or equity.

(iii) A Party’s execution, delivery and performance of this APS Agreement and the consummation of the transactions contemplated hereby does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party; (b) conflict with or violate any Law or governmental order applicable to such Party or its assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its outstanding shares of common stock or preferred stock or any of the assets or properties of such Party pursuant to, any note,

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bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a Party or by which any of such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected.

(iv) Such Party has all rights, licenses, permits and consents necessary to sell, purchase and use, as applicable, the Products and to perform its obligations hereunder, and that it shall at all times comply in all material respects with all federal, state and local laws and regulations applicable to its business and its performance of its obligations under this APS Agreement.

(b) The Supplier represents and warrants to the Purchaser as follows:

(i) It will convey to Purchaser good and marketable title to the Products.

(ii) The Products sold by Supplier pursuant to this APS Agreement (a) shall be manufactured in accordance with their packaging and product specification; (b) are and shall be manufactured, handled, stored and transported in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the Federal Food, Drug and Cosmetic Act, as amended (the “FFDCA”) and implementing regulations and FDA-approved Good Manufacturing Practices, and meet all specifications for effectiveness, safety and reliability as required by the FDA; and (c) when used in accordance with the directions on the labeling, are and shall be fit for the purposes and indications described in the labeling.

(iii) The Products’ labeling is in compliance with all applicable laws.

(iv) No Product delivered hereunder is or will be adulterated or misbranded within the meaning of the FFDCA, or within the meaning of any applicable state or municipal law, or is or will be a product which may not be introduced into interstate commerce.

(v) All Products purchased hereunder will be of the kind and quality specified herein, and will be free of material defects in design, materials or workmanship.

(vi) Any printed terms set forth on any Exhibits are in addition to and not in lieu of the foregoing warranties.

(vii) The prices reflected on Exhibit 1 on the date of this APS Agreement are [DELETED] except for (A) [DELETED] and (B) [DELETED].

(c) In addition, the Supplier represents and warrants to the Purchaser as follows, and these shall be ongoing representations and warranties during the Term and the Supplier shall promptly notify the Purchaser of any change in the status in respect of the following:

(i) Neither the Supplier, nor any of its Affiliates, is named on any of the following lists: (A) HHS/OIG List of Excluded Individuals/Entities; (B) HHS/HRSA’s

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Healthcare Integrity and Protection Data Bank; (C) GSA List of Parties Excluded from Federal Programs; and (D) OFAC Terrorist Database.

(ii) Neither the Supplier, nor any of its Affiliates is under investigation or otherwise aware of any circumstances which may result in being excluded from participation in any federal healthcare programs.

(d) The Purchaser represents and warrants to the Supplier that its use of the Products purchased by it pursuant to this APS Agreement shall be consistent with the Supplier’s written instructions and specifications and shall be in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the FFDCA and applicable implementing regulations.

SECTION 11.02. Indemnification. (a) The Supplier and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Supplier Indemnified Party”) shall be indemnified and held harmless by the Purchaser from and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter, a “Loss”), arising out of or resulting from third party claims arising out of or resulting from the breach of any representation, warranty, covenant or agreement made by the Purchaser contained in this APS Agreement. The Supplier shall give the Purchaser prompt written notice of any claim or action for which it seeks indemnification pursuant to this Section 11.02(a) and shall allow the Purchaser to control the defense and settlement of any such claim or action; provided, that the Purchaser shall not have the right to bind any Supplier Indemnified Party to any settlement agreement without the Supplier’s prior written consent, which consent will not be unreasonably withheld or delayed. The Supplier shall reasonably assist the Purchaser, if requested and at the Purchaser’s sole expense, in the defense of any such claim or action.

(b) Except for Product Liability Claims, which shall be treated pursuant to Section 11.02(c), the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Supplier from and against all Losses arising out of or resulting from: third party claims arising out of or resulting from (i) the breach of (A) any representation, warranty, covenant or agreement made by the Supplier contained in this APS Agreement or (B) any representation or warranty in the materials furnished by the Supplier for the Purchaser’s use, (ii) a claim or allegation that the use of the Products in accordance with product instructions for use or supplier operator manual infringes upon any patent, copyright, trademark, or other intellectual property or proprietary right or trade secret of any third party, (iii) any recall or field corrective action taken with respect to any Product, whether voluntary or involuntary. The Purchaser shall give the Supplier prompt written notice of any claim or action for which it seeks indemnification pursuant to this Section 11.02(b) and shall allow the Supplier to control the defense and settlement of any such claim or action; provided, that the Supplier shall not have the right to bind any Purchaser Indemnified Party to any settlement agreement without the Purchaser’s prior written consent, which consent will not be unreasonably withheld or delayed. The Purchaser shall reasonably assist the Supplier, if requested and at the Supplier’s sole expense, in the defense of any such claim or action.

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(c) Product Liability Claims shall be governed exclusively by the provisions of this Section 11.02(c) and, except in accordance with this Section 11.02(c), neither Party shall seek from the other Party any indemnity or other recovery on account of any such Product Liability Claims; provided, that nothing in this Section 11.02(c) shall limit either Party’s liability to the other Party for damages on account of any breach by such Party of its representations, warranties, covenants or agreements under this APS Agreement. Purchaser Indemnified Parties shall be indemnified and held harmless by the Supplier from and against any and all Losses arising out of or resulting from any Product Liability Claim, regardless of the legal theory underlying such claim, in accordance with the following procedures:

(i) the Purchaser shall give the Supplier prompt written notice of any Product Liability Claim, but failure to provide such prompt notice shall not relieve the Supplier of the duty to defend or indemnify unless such failure materially prejudices the defense of any matter;

(ii) the Parties shall negotiate in good faith to enter into a joint defense agreement as soon as reasonably practicable after the commencement of any Product Liability Claim. Neither Party will implead the other in any Product Liability Claim. If both Parties are named in any Product Liability Claim, neither Party will counter claim or cross claim the other in such Product Liability Claim. If the Parties have not entered into a joint defense agreement in connection with a Product Liability Claim, the Parties will allocate relative responsibility as between the Parties through binding arbitration pursuant to Article XIV following the conclusion of such Product Liability Claim (and such allocation will include reasonable attorneys’ fees and other litigation costs). No settlement or court judgment relating to a Product Liability Claim will bar any rights of contribution of the Parties in such arbitration, and the judgment or allocation of responsibility in any court judgment in such Product Liability Claim shall not be binding on the Parties or arbitrators in such arbitration.

(d) Notwithstanding anything to the contrary in Sections 11.02(b) and 11.02(c), in no event shall the Supplier have an obligation to defend, indemnify or hold harmless the Purchaser Indemnified Parties for a Loss to the extent that any such Loss was caused by the negligence or willful misconduct of the Purchaser.

SECTION 11.03. Insurance. The Supplier agrees that it shall secure and maintain in full force and effect throughout the Term (and following termination, to cover any claims arising from this APS Agreement) commercial general liability insurance, which includes contractual liability coverage, product liability and workers’ compensation insurance, with limits consistent with industry standards in the market where Supplier purchases such insurance (the “Insurance Market”). Any limits on the Supplier’s insurance coverage shall not be construed to create a limit on its liability with respect to its obligations hereunder. To the extent customary in the Insurance Market, (a) the Purchaser shall be included as an additional insured on vendor’s endorsement for product liability insurance and (b) such policies shall provide at least thirty (30) days prior written notice to the Purchaser of the cancellation, non-renewal or substantial modification thereof. The Supplier shall supply certificates of insurance to the Purchaser upon request.

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SECTION 11.04. Parent Guaranty. Parent hereby agrees to severally, irrevocably, absolutely, fully and unconditionally guaranty to the Purchaser the prompt and complete payment and performance by the Supplier of its [DELETED] indemnification obligations pursuant to Sections 8.05(b), 11.02(b) and 11.02(c).

ARTICLE XII

TERM AND TERMINATION

SECTION 12.01. Initial Term. This APS Agreement shall commence and be effective as of the Effective Date and shall expire on the [DELETED] of the Effective Date (the “Initial Term”).

SECTION 12.02. Extension to Initial Term. No later than six (6) months before the expiration of the Initial Term, the Parties’ duly authorized Representatives shall negotiate in good faith with the intent to renew this APS Agreement for an additional eight (8) year term (the “Extension”); provided, that if no agreement can be reached with respect to the Extension, this APS Agreement shall be automatically renewed and extended for three (3) additional successive one-year periods (the first such one-year period, the “First Renewal Period”, the second, the “Second Renewal Period”, and the third, the “Third Renewal Period”, and all such one-year periods, together, the “Automatic Renewal Period”, and the Initial Term together with the Extension or the Automatic Renewal Period, as the case may be, the “Term”).

SECTION 12.03. Termination for Cause. (a) Notwithstanding any other provision in this APS Agreement, either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this APS Agreement in the event that the other Party shall have materially breached or defaulted in the performance of any of its material obligations and (a) has not cured such breach or default within ninety (90) days after notice of the breach or default or (b) if a cure is not possible within ninety (90) days, has failed to commence or diligently continue steps the Parties agree should result in a cure or prevent a similar subsequent breach; provided, that in respect of any material breach of Section 11.01(d), the ninety (90) day period in this Section 12.03(a) shall be sixty (60) days, and Section 12.03(b) shall not apply.

(b) Any termination pursuant to this Section 12.03 shall become effective at the end of such ninety (90) day period unless (i) the Party that has breached or defaulted (the “Breaching Party”) cures such breach or default during such ninety (90) day period or (ii) if such breach or default is not possible to cure within such ninety (90) day period, the Breaching Party has commenced and is diligently pursuing a mutually agreeable plan to effect a cure or prevent a similar subsequent breach or default.

SECTION 12.04. Survival. In the event of termination, the indemnification and confidentiality provisions of this APS Agreement shall survive such termination for a period of one (1) year.

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ARTICLE XIII

FORCE MAJEURE; HARDSHIP EVENTS

SECTION 13.01. Force Majeure. Neither Party shall be liable or in breach of any provision of this APS Agreement for any failure or delay on its part to perform any obligation hereof because of Force Majeure, provided that such Party shall promptly give notice to the other Party of such occurrence and shall do all things reasonable to eliminate the effect thereof to the extent possible. If the Supplier is unable to supply the Purchaser’s demand for any of the Products, as and when ordered, as a result of any causes beyond the Supplier’s control (including, but without limitation, Product recall) or otherwise, then the following provisions apply: (a) the Supplier agrees that it will not intentionally discriminate against the Purchaser in the allocation of making Products available to customers by making the Supplier’s allocation decisions, in whole or in part, on the basis of the prices, discounts, or other financial terms of this APS Agreement; (b) as to those Products which the Supplier is unable to supply and the Purchaser must purchase elsewhere, the Purchaser shall be deemed to have purchased such products from the Supplier for purposes of determining the purchase tiers and pricing set forth on Exhibit 1; (c) the pricing and other terms set forth in this APS Agreement shall continue to apply to all Products that are available; and (d) the Supplier, to the extent it is reasonable and practicable to do so, shall give at least thirty (30) days notice of any inability to supply, unless an order of a regulatory agency or other action arising out of patient safety concerns requires the giving of shorter notice.

SECTION 13.02. Hardship Events. At any time following an event that requires either Party to incur material additional costs or suffer other materially adverse consequences in connection with the transactions contemplated by this APS Agreement not contemplated on the Effective Date (any such event, a “Hardship Event”), then, at the written request of the Party suffering such Hardship Event, made no later than thirty (30) days after such Hardship Event, the Parties shall reasonably cooperate with each other in good faith to negotiate with a view toward eliminating or reducing or recovering such costs or other adverse consequences.

ARTICLE XIV

ARBITRATION

SECTION 14.01. Arbitration.

(a) Scope of Arbitration. Any controversy or claim arising out of or relating to this APS Agreement that has not been resolved pursuant to Section 3.05(a) or 3.05(b) is to be resolved by binding arbitration.

(b) Administration of Arbitration. The arbitration is to be administered by the American Arbitration Association and is to be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

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(c) Appointment of Arbitrators. The arbitration is to be held before a panel of five arbitrators, each of whom must be independent of the Parties. No later than ten (10) days after the arbitration begins, each Party shall select an arbitrator and request the two selected arbitrators to select a third neutral arbitrator. If the two arbitrators fail to select a third on or before the tenth (10th) day after the second arbitrator was selected, either Party is entitled to request the American Arbitration Association to appoint the third neutral arbitrator in accordance with its rules. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality.

(d) Scope of Arbitrators’ Authority.

(i) Interim Relief. Notwithstanding the foregoing, this Article XIV will not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction, or any other interim or provisional relief that is necessary to protect the rights or property of that Party in circumstances in which such relief is appropriate, provided that any other relief will be pursued through an arbitration proceeding pursuant to this Article XIV. Each of the Parties hereby (A) submits to the exclusive jurisdiction of any New York Court for the purpose of any court action arising out of or relating to this APS Agreement and (B) waives any claim or defense that the venue of any such court action in the State of New York is improper. Any interim or provisional relief is to remain in effect until the arbitration award is rendered or the controversy is resolved.

(ii) Punitive Damages. The arbitrators will have no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this APS Agreement.

(iii) Awards. The award of the arbitrators in writing shall be final and binding upon the Parties and shall not be appealed from or contested in any court. No Party shall, in connection with any proceeding held pursuant to this Article XIV, be required to furnish any bond. Should either Party hereto fail to appear or be presented at the arbitration proceedings after due notice in accordance with the applicable rules, then the arbitrator may nevertheless render a decision in the absence of such Party and such decision shall have the same force and effect as if the absent Party had been present, whether or not it shall be adverse to the interests of such Party.

(e) Time Limitation. Any arbitration proceeding under this APS Agreement must be commenced no later than one year after the controversy or claim arose. Failure timely to commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

(f) Venue. The arbitration is to be conducted, if initiated by the Purchaser, in Denver, Colorado, or, if initiated by the Supplier, in Los Angeles, California.

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(g) Enforcement. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment pursuant to arbitration, and such award, order or judgment shall be final and may be entered and enforced in any court of competent jurisdiction.

ARTICLE XV

CONFIDENTIAL INFORMATION

SECTION 15.01. Confidential Information. Each Party agrees to hold all Confidential Information, whether furnished before or after the date hereof, whether oral or written, and regardless of the manner or form in which it is furnished, in strict confidence and shall not, directly or indirectly, without the prior written consent of the other, use or disclose to any Person, any Confidential Information except as required to perform its obligations under this APS Agreement and except as provided in Section 5.03(c) of the Purchase Agreement. For purposes of this APS Agreement, “Confidential Information” shall not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this APS Agreement or other obligation of confidentiality, (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives, (c) was independently developed by the Receiving Party by a person or persons that did not have access to the Confidential Information received, or (d) becomes available to the Receiving Party on a non-confidential basis from a Person (other than the Disclosing Party or its Representatives) who is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party or any of its Representatives. The fact that certain Confidential Information may be disclosed pursuant to this Section 15.01 shall not relieve the Receiving Party of its obligation to otherwise maintain the confidentiality of such Confidential Information. Each Party acknowledges that it shall be responsible for any breach of the terms of this Article XV by it or its Representatives.

SECTION 15.02. Required Disclosure. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, Law to disclose any Confidential Information or any other information concerning the Disclosing Party, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy, to consult with the Disclosing Party with respect to the Disclosing Party taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Article V. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance, in whole or in part, with the terms of this Article V, the Receiving Party or its Representative will disclose only that portion of the Confidential Information which the Receiving Party is advised in writing by counsel is legally required to be disclosed and will use its commercially reasonable efforts to ensure that all Confidential Information so disclosed will be accorded confidential treatment.

SECTION 15.03. Return of Confidential Information. Upon the earliest to occur of (a) the termination of this APS Agreement and (b) such time as any Confidential Information ceases to be required by a Receiving Party, such Receiving Party will

31

promptly return to the Disclosing Party all Confidential Information (including all copies or reproductions thereof in whatever form or medium, including electronic copies) in its possession or in the possession of any of its Representatives that was provided by such Disclosing Party, and, at its election, either return or destroy (provided that any such destruction shall be certified in writing to the other Party by a duly authorized Representative of such Receiving Party) all copies or reproductions (in whatever form or medium, including electronic copies) of all other Confidential Information prepared by it or its Representatives. Any oral Confidential Information will continue to be subject to the terms of this Article V.

SECTION 15.04. Public Announcements. No party to this APS Agreement shall make, or cause to be made, any press release or public announcement in respect of this APS Agreement or the transactions contemplated by this APS Agreement or otherwise communicate with any news media without the prior written consent of the other parties, unless otherwise required by Law or applicable stock exchange regulation, and the parties to this APS Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

ARTICLE XVI

MISCELLANEOUS

SECTION 16.01. Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.01).

(a) If to the Supplier:

Gambro Renal Products Inc.

10810 W. Collins Avenue

Lakewood, CO 80215

Attn: Luca Chiastra

Fax: (303) 231-4923

With a copy to:

Gambro, Inc.

10810 W. Collins Avenue

Lakewood, CO 80215

Attention: General Counsel

Fax: (303) 231-4915

32

(b) If to the Purchaser:

DaVita Inc.

15253 Bake Parkway

Irvine, CA 92618

Fax: (949) 930-6956

Attention: Senior Vice-President of Purchasing

with a copy to:

DaVita Inc.

601 Hawaii Street

El Segundo, CA 90245

Fax: 310-536-2679

Attention: General Counsel

SECTION 16.02. Entire Agreement. This APS Agreement and the Exhibits and Schedules attached hereto and incorporated herein by reference constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Supplier and the Purchaser and their respective Affiliates with respect to the subject matter hereof and thereof.

SECTION 16.03. Assignment. A Party’s obligations under this APS Agreement may not be assigned or otherwise transferred without the prior written consent of the other Party; provided, that either Party may (a) assign, transfer, or delegate all or some of its obligations to an Affiliate or (b) assign or transfer all of its obligations in connection with the transfer or sale of all or substantially all of such Party’s assets that relate to this APS Agreement, or in the event of a merger, consolidation, change in control or similar corporate transaction, without such consent; provided, further, that any assignment, transfer or delegation to an Affiliate shall not relieve such assigning, transferring or delegating Party of its responsibilities for performance of its obligations. The Supplier may assign its right to receive any or all payments for Products by giving the Purchaser notice of such assignment. This APS Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment, transfer or delegation not in accordance with these terms shall be void.

SECTION 16.04. Amendment. This APS Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Supplier and the Purchaser or (b) by a waiver in accordance with Section 16.05.

SECTION 16.05. Waiver. Either Party to this APS Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other Party pursuant hereto, or (c) waive compliance with any of the agreements of the other Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this APS Agreement. The failure of either Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

33

SECTION 16.06. Specific Performance. (a) The Parties hereto agree that irreparable damage would occur in the event that any provision of this APS Agreement was not performed in accordance with the terms hereof or thereof. Accordingly, in addition to any other right or remedy to which the Parties may be entitled, at Law or in equity, the Parties shall be entitled to enforce any provision of this APS Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this APS Agreement, without posting any bond or other undertaking.

(b) The Parties acknowledge and agree that the indemnification provisions contained hereunder shall be the sole and exclusive remedies of the Parties for any breach by the other Party of the representations and warranties in this APS Agreement. Each Party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to any Losses.

SECTION 16.07. Governing Law. This APS Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Parties hereto, solely for the purposes set forth in Section 14.01(d)(i), unconditionally and irrevocably agree and consent to the exclusive jurisdiction of, and service of process and venue in, the United States District Court for the Southern District of New York and the courts of the State of New York located in the County of New York, State of New York (collectively, the “New York Courts”) and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this APS Agreement or the transactions contemplated hereby and further agree not to commence any such action, suit or proceeding except in any such court. The rights and obligations of the Parties in connection with this APS Agreement and any purchase of the Products shall not be governed by the provisions of the UCC, except to the extent that this APS Agreement fails to address the particular matter in issue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any action, suit or proceeding arising out of or relating to this APS Agreement.

SECTION 16.08. Order of Precedence. In the event of any apparent or actual conflicts or inconsistencies between or among the terms of this APS Agreement and those indicated in any Exhibit, or between the terms of any Exhibits, to the extent possible such provisions shall be interpreted so as to make them consistent. If such reconciliation is not possible, the specific provisions of this APS Agreement shall prevail over the Exhibits.

SECTION 16.09. Counterparts. This APS Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 16.10. Open Records. To the extent required by law or regulation, the Parties will make available to the Secretary of Health and Human Services, the Comptroller General of the General Accounting Office, or their authorized representatives, this APS Agreement and any books, documents, and records in their possession relating to the nature and extent of the costs of any services, hereunder for a period of four (4) years after the provision

34

of said services. Nothing in this paragraph is intended to waive any right either Party may have under applicable law or regulations to retain in confidence information included in records requested by the Secretary, the Comptroller General or their representatives.

SECTION 16.11. Compliance with the Purchaser’s Vendor Policy. The Parties agree to negotiate in good faith to amend this APS Agreement and/or enter into such additional agreements to the extent reasonably necessary to protect the confidentiality of any patient information (including any individually identifiable health information) disclosed by the Purchaser to the Supplier pursuant to this APS Agreement and/or to comply with the privacy and confidentiality provisions of Purchaser’s Vendor Relations Polices and Procedures, or any federal or state regulations or statutes related to privacy of health information. Attached hereto as Exhibit 3 is a copy of all applicable Vendor Relations Policies and Procedures in effect on the date hereof, and the Supplier agrees to be bound by the requirements set forth therein. During the term of this APS Agreement, the Purchaser shall provide the Supplier, from time to time, with additional Vendor Relations Polices and Procedures as they become effective, and with updates and/or additional information related to same, at least thirty (30) days prior to the effective date of each policy and procedure. The Purchaser agrees that if a representative of the Supplier does not adhere to the Purchaser’s Vendor Relations Policies and Procedures, the Supplier will be given a reasonable opportunity for corrective action, and absent continued nonadherence, this shall not constitute a breach of this APS Agreement.

SECTION 16.12. Corporate Integrity Agreement. The Parties hereby acknowledge and agree as follows:

(a) Supplier acknowledges that GUS is under a Corporate Integrity Agreement (the “CIA”) with the Office of the Inspector General of the Federal Department of Health and Human Services, and that such CIA imposes various reporting and operational compliance related obligations on GUS. To the extent not otherwise set forth herein, the Supplier agrees to cooperate with Purchaser and GUS in compliance with the requirements of such CIA, as such requirements may apply to performance of this Agreement.

(b) Supplier hereby certifies that it will comply with the terms of GUS’ Corporate Compliance Program, including any training required to be provided thereunder by GUS to employees and certain contractors, and GUS’ Compliance Critical Concepts and policies and procedures related to compliance with 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”) a copy of each of which will be provided to Supplier, in each case as applicable to performance of this Agreement.

(c) Supplier and Purchaser agree and certify that that this Agreement is not intended to generate referrals for services or supplies for which payment may be made in whole or in part under any federal health care program.

(d) Supplier certifies that it will abide by the terms of the Anti-Kickback Statute in connection with performance of this Agreement.

35

IN WITNESS WHEREOF, the Supplier, the Purchaser and, solely for the purpose of Section 11.04, the Parent, have caused this APS Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

GAMBRO RENAL PRODUCTS INC.
By	/s/ Kevin M. Smith
	Name:	Kevin M. Smith
	Title:	Treasurer
DAVITA INC.
By	/s/ Joseph Schohl
	Name:	Joseph Schohl
	Title:	Vice President, General Counsel and Secretary
GAMBRO AB
By	/s/ Ingmar Magnusson
	Name:	Ingmar Magnusson
	Title:	Attorney-in-Fact

36

SCHEDULE A

Initial Steering Committee

Purchaser:

*Relationship Manager:	Shaun Collard, VP-Clinical Operations
Other Member(s):	Laura Mildenberger, DVP-Sundance Division
	Michael Staffieri, Director-Finance & Purchasing

Supplier:

*Relationship Manager:	Luca Chiastra, VP-Strategic Accounts
Other Member(s):	Len Braganza, Vice President, Sales & Marketing HD Products
	Juan Bosch, Chief Medical Officer

Initial Designated Executive Officers

Purchaser:	Joe Mello, Chief Operating Officer
Supplier:	Nick Mendez, President

1

SCHEDULE B

WITHDRAWN PRODUCTS

GFS-PLUS-20-A - Alwall Hemophane Dialyzer

[DELETED]

WRO 95

[DELETED] will not be available from Supplier after [DELETED]

1

SCHEDULE C

EXISTING OBLIGATIONS

1. Supply Agreement

May 5, 2004 Effective Date

Term: May 5, 2004 – [DELETED]

Requirement: [DELETED]

Rockwell Medical Technologies, Inc.

DaVita Inc.

2. Agreement

December 22, 2003 Effective Date

Term length: December 22, 2003 – [DELETED]

Requirement: [DELETED]

Term length: December 22, 2003 – [DELETED]

Requirements: [DELETED]

Medisystems Corporation

DaVita Inc.

3. Fresenius USA Marketing Inc. Pricing Agreement Number 105 with DaVita Inc.

January 1, 2004 Effective Date

January 1, 2004 – [DELETED]

Requirement: [DELETED]

1

SCHEDULE D

Interpretation of Section 7.04

SECTION 7.04. [DELETED]Purchase Requirements. (a) The Purchaser may satisfy its obligations pursuant to Section 7.01 and Section 7.02 on a unit volume weighted average basis and on a Product category by Product category basis as such Product categories are specified in each sub-sub-subsection (as indicated by a capitalized letter) of Section 7.01 for any measurement period taking into account [DELETED] aggregate purchases for each such Product category.

The percentage requirement for [DELETED] as specified in Section 7.01 times the [DELETED] total unit requirement (i.e., actual quantity purchased from all sources) for a Product plus the percentage requirement for [DELETED] as specified in Section 7.02 times the [DELETED] total unit requirement (i.e., actual quantity purchased from all sources) for that Product must be equal to or exceeded by the number of units of that Product actually purchased from the Supplier for [DELETED].

Examples: Product Category - Single-use Dialyzers (Percentages Applicable Following [DELETED] Of Initial Term)

[DELETED] (Section 7.02)

[DELETED] (Section 7.01)

[DELETED] (Section 7.04)

# of Units Required

Specified %

Should Buy From Supplier

# of Units Required

Specified %

Should Buy From Supplier

Total Unit Require- ment

Total Must Buy From Supplier

Example 1

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]

Example 2

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]

Example 3

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]

Example 4

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]%

[DEL

]

[DEL

]

[DEL

]

In each Example, the Purchaser must buy the Section 7.04 [DELETED] quantity from Supplier, irrespective of how that quantity is distributed among the [DELETED]. Using Example 4 above, the distributions could vary as follows and still comply with Section 7.04:

[DELETED]

[DELETED]

[DELETED]

# of Units Required

Actual Bought From Supplier

# of Units Required

Actual Bought From Supplier

Total Require- ment

Total Must Buy From Supplier

Total Actually Bought From Supplier

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

Using Example 4 above, the following distributions would NOT comply with Section 7.04:

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

[DEL

]

1

[DELETED]

PRODUCTS AND PRODUCT PRICES

PHOENIX EQUIPMENT 

& ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
6023006700	Phoenix Dialysis System	EA	1	[DEL]	[DEL]
6977334	CD Operator Manual Phoenix 3.33	EA	1	[DEL]	[DEL]
6974935	CD Operator Manual for Phoenix	EA	1	[DEL]	[DEL]
6976104	Paper Operator’s Manual Phoenix 3.33	EA	1	[DEL]	[DEL]
6974836	Paper Operator’s Manual for Phoenix	EA	1	[DEL]	[DEL]
6971089	CCA CNet Kit for Phoenix	EA	1	[DEL]	[DEL]
DIACLEAR	Diaclear Ultrafilter	CS	12	[DEL]	[DEL]
6969901	ADR Tray (for back of Phoenix)	EA	1	[DEL]	[DEL]
6959423	Concentrate Tray, Slanted	EA	1	[DEL]	[DEL]
6958821	Inlet Water Filter	EA	1	[DEL]	[DEL]
6961031	Dialysate Sampling Connector	EA	1	[DEL]	[DEL]
6972053	Sterilant Suction Rod	EA	1	[DEL]	[DEL]
6972079	Bicarbonate Suction Rod	EA	1	[DEL]	[DEL]
6972061	Acid/Acetate Suction Rod	EA	1	[DEL]	[DEL]
6957732	Blood Pressure Cuff, Small Adult	EA	1	[DEL]	[DEL]
6957765	Blood Pressure Cuff, Large Adult	EA	1	[DEL]	[DEL]
6975213	Blood Pressure Cuff, Child, Latex Free	EA	1	[DEL]	[DEL]
6975221	Blood Press Cuff Small Adult Latex Free	EA	1	[DEL]	[DEL]
6975239	Blood Press Cuff Med Adult Latex Free	EA	1	[DEL]	[DEL]
6975247	Blood Press Cuff Large Adult Latex Free	EA	1	[DEL]	[DEL]
6975254	Blood Pressure Cuff Thigh Latex Free	EA	1	[DEL]	[DEL]

CENTRYSYSTEM 3 ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
333201000	Single Needle System for C3	EA	1	[DEL]	[DEL]
333250000	Waste Handling Option for C3	EA	1	[DEL]	[DEL]
333411000	Blood Pressure Cuff, Med. Adult	EA	1	[DEL]	[DEL]
333411001	Blood Pressure Cuff, Small Adult	EA	1	[DEL]	[DEL]
333411002	Blood Pressure Cuff, Large Adult	EA	1	[DEL]	[DEL]

1

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
333411003	Blood Pressure Cuff, Child	EA	1	[DEL]	[DEL]
333411004	Blood Pressure Cuff, Thigh	EA	1	[DEL]	[DEL]
333500000	BiCart Assembly – C3	EA	1	[DEL]	[DEL]
333400003	Blood Pressure Monitor	EA	1	[DEL]	[DEL]
333650000	Extended Wheel Base Assy	EA	1	[DEL]	[DEL]
333003000	CentryNet Machine Kit	EA	1	[DEL]	[DEL]
333004022	CentryNet Software 2.2	EA	1	[DEL]	[DEL]
333004122	CentryNet Software Kit 2.2	EA	1	[DEL]	[DEL]
333023015	CentryNet VGA Monitor	EA	1	[DEL]	[DEL]
333024022	CentryNet Controller 2.2	EA	1	[DEL]	[DEL]
333580030	VSI 3.0 Software Kit	EA	1	[DEL]	[DEL]

HD DISPOSABLE PRODUCTS

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
	ACID AND BICARBONATE
AC-10XX-4 ST	Acid Concentrate 1 gallon	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-10XX-D ST	Acid Concentrate 55 gal drum	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-24XX-4 ST	Acid Concentrate 1 gallon	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-24XX-D ST	Acid Concentrate 55 gal drum	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2201-D	Ac Conc 2k/3ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2209-D	Ac Conc 2k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2211-D	Ac Conc 1k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)

2

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
AC-2212-D	Ac Conc 2k/2ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2219-D	Ac Conc 3k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2219-4	Ac Conc 3k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2212-4	Ac Conc 2k/2ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2211-4	Ac Conc 1k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2209-4	Ac Conc 2k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2201-4	Ac Conc 2k/3ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
BICART-10	BiCart Bicarbonate Cartridge	CS	10	[DEL]	[DEL]
BICART1150	BiCart Cartridge 1150 gram	CS	6	[DEL]	[DEL]
BICART CAPS	BiCart Caps	BX	100	[DEL]	[DEL]
BP-001-15	Bicarbonate Powder	CS	4	[DEL]	[DEL]
BP-001-2.5	Bicarbonate Powder	CS	20	[DEL]	[DEL]
BP-001-25-C	Bicarbonate Powder	CS	2	[DEL]	[DEL]
BP-002-15	Bicarbonate Powder	CS	4	[DEL]	[DEL]
BP-002-2.1	Bicarbonate Powder	CS	20	[DEL]	[DEL]
BP-002-25-C	Bicarbonate Powder	CS	2	[DEL]	[DEL]
	SAFETY NEEDLES – The Parties agree that Purchaser shall not be obligated to purchase the following safety needles [DELETED], Purchaser shall only be obligated to purchase the following Safety Needles under this APS Agreement for [DELETED]
PLUME 14	Safety Needle 14GX1 Plume	BX	50	[DEL]	[DEL]

3

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
PLUME 15	Safety Needle 15 GX1 Plume	BX	50	[DEL]	[DEL]
PLUME 15TP	Safety Needle 15 GX1 Plume Twin Pk	CS	500	[DEL]	[DEL]
PLUME 16	Safety Needle 16 GX1 Plume	BX	50	[DEL]	[DEL]
PLUME 16TP	Safety Needle 16 GX1 Plume Twin Pk	CS	500	[DEL]	[DEL]
PLUME 17	Safety Needle 17 GX1 Plume	BX	50	[DEL]	[DEL]
	DIALYZERS
003504000A	CS 100HG HF Dialyzer	CS	24	[DEL]	[DEL]
5M4118	Polysynthane Dialyzer PSN 210	CS	24	[DEL]	[DEL]
GFS-PLUS-20-A	Alwall Hemophane Dialyzer	CS	24	[DEL]	[DEL]
POLYFLUX 17R	17R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX 21R	21R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX 24R	24R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX6L	6L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX6LR	6LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX8L	8L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX8LR	8LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX10L	10L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX10LR	10LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX140H-A	140H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
POLYFLUX170H-A	170H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
POLYFLUX210H-A	210H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
	BLOOD SETS
003409400	Blood Cartridge Single Needle Gamma	CS	10	[DEL]	[DEL]
003409410	Blood Cartridge Sngl Needle PrimeLine	CS	10	[DEL]	[DEL]
003410500	Blood Cartridge	CS	15	[DEL]	[DEL]
003410510	Blood Cartridge with Prime Line	CS	15	[DEL]	[DEL]
003411500	Blood Cartridge Ext Patient Lines	CS	15	[DEL]	[DEL]
003412500	Blood Cartridge Pediatric	CS	15	[DEL]	[DEL]
003414500	Blood Cartridge Ext Dialyzer Lines	CS	15	[DEL]	[DEL]
003422500	Blood Cartridge, Small Volume	CS	5	[DEL]	[DEL]
003429500	Blood Cartridge SNC Conversion Kit	CS	5	[DEL]	[DEL]
018430501	QuickSet 6mm Post Pump w/Art Ch	CS	16	[DEL]	[DEL]
018440501	QuickSet 6mm No Art Ch	CS	16	[DEL]	[DEL]
009445601	QuickSet 8mm No Art Ch	CS	16	[DEL]	[DEL]

4

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
009558601	QuickSet 8mm PrePump Art Ch	CS	16	[DEL]	[DEL]
009559601	QuickSet 8mm PostPump Art Chr	CS	16	[DEL]	[DEL]
009566601	QuickSet 8mm PrePmp Pillow Post Art	CS	16	[DEL]	[DEL]
S-194C	Single Needle Set	CS	50	[DEL]	[DEL]
	OTHER PRODUCTS
CA-7000	Acetic Acid Sol 5% (4 x 1 gal jugs)	CS	4	[DEL]	[DEL]
CA-7400	Bleach 6 X 1 gallon jugs	CS	6	[DEL]	[DEL]
SP-4051	Salt Pellets 40# Bag	EA	1	[DEL]	[DEL]
220615050	Neck Insert Assembly	CS	50	[DEL]	[DEL]
TIPSTOP	Compression Bandage	BX	96	[DEL]	[DEL]
003700000	Recirculation Adaptor	CS	100	[DEL]	[DEL]
105382	Small Blue Box	BX		[DEL]	[DEL]
105400	Large Blue Box	BX	1	[DEL]	[DEL]
105479	Transport Sleeve	CS	50	[DEL]	[DEL]
105661	Blood Culture Kit	CS	6	[DEL]	[DEL]

*ACID CONCENTRATE

Product Code	Product Description	UOM	Price	UOM	Price
AC 24XX	55 Gallon Drummed Concentrate	DR	[DEL]
AC 10XX	55 Gallon Drummed Concentrate	DR	[DEL]
AC 24XX	One Gallon Jugged Concentrate	CS (4 jugs)	[DEL]	Jug	[DEL]
AC 10XX	One Gallon Jugged Concentrate	CS (4 jugs)	[DEL]	Jug	[DEL]

5

INTENSIVE CARE EQUIPMENT

& ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
018080001D	PRISMA System (to be discontinued)	EA	1	[DEL]	[DEL]
9662065	PrismaFlo Blood/Fluid Warmer	EA	1	[DEL]	[DEL]
9662032C	Prismatherm II Blood Warmer	EA	1	[DEL]	[DEL]
6041347	TPE KIT Software for Prisma	EA	1	[DEL]	[DEL]
94243114	Prismatherm II Mounting Block	EA	1	[DEL]	[DEL]
4521118	Operators Manual for PrismaTherm II	EA	1	[DEL]	[DEL]
97708100	Thermal Sleeve for PrismaTherm II	EA	1	[DEL]	[DEL]
PREPCOMP	PREP Comprehensive Course	EA	1	[DEL]	[DEL]
PREPSA	PREP Skills Assessment Course	EA	1	[DEL]	[DEL]

INTENSIVE CARE

DISPOSABLE PRODUCTS

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
8353415	Prisma M60 Post Dilution Set	CS	4	[DEL]	[DEL]
8353402	Prisma M60 Pre Dilution Set	CS	4	[DEL]	[DEL]
8353486	Prisma M100 PreWarm Set	CS	4	[DEL]	[DEL]
8353490	Prisma M100 Post/Warm Set	CS	4	[DEL]	[DEL]
8399010	Prisma HF 1000 Pre Dilution Set	CS	4	[DEL]	[DEL]
SP-375	Prisma 5-L Effluent Bag	CS	40	[DEL]	[DEL]
SP-381	Prismatherm Extension Set	CS	36	[DEL]	[DEL]
SP-127	Y Connector Accessory	CS	25	[DEL]	[DEL]
SP-C13	Spike Adaptor Accessory	CS	75	[DEL]	[DEL]
C765	Adsorba Extension Line	CS	32	[DEL]	[DEL]
KIT M60	Kit M60	CS	4	[DEL]	[DEL]
M60	Multiflow 60 H/Filter	CS	4	[DEL]	[DEL]
SKN-601	Adsorba 150C Pediatric Cartridge	EA	1	[DEL]	[DEL]
SKN-602	Adsorba 300C Cartridge	EA	1	[DEL]	[DEL]
6054351	PrismaSate BK0/3.5	CS	2	[DEL]	[DEL]
6054352	PrismaSate BGK2/0	CS	2	[DEL]	[DEL]
6054353	PrismaSate - BGK4/2.5	CS	2	[DEL]	[DEL]
6054354	PrismaSate BGK4/0	CS	2	[DEL]	[DEL]
6054355	PrismaSate BGK4/0	CS	2	[DEL]	[DEL]
6054356	PrismaSate BGK4/2.5	CS	2	[DEL]	[DEL]
6057001	PrismaSate Lactate LGKO/2.5	CS	2	[DEL]	[DEL]
8353411	Prisma M60 PrePump Infusion Set	CS	4	[DEL]	[DEL]

6

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
6032635A	SP401 Prisma Extension Line	CS	20	[DEL]	[DEL]
99607250	Micropur Tablets	CS	10	[DEL]	[DEL]
018082000	RS-232 Conn Assy Kit for Prisma	EA	1	[DEL]	[DEL]
8320001	Prisma TPE 2000 Set	CS	4	[DEL]	[DEL]
6032403	Multibag Connect Adaptor Assy	CS	75	[DEL]	[DEL]

PHOENIX^® SPARE PARTS

Purchaser’s price for Phoenix Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6040695	H. D. Bpm	EA	1	[DEL]	Phoenix
6040927	Kit, Central Concentrate Kit	EA	1	[DEL]	Phoenix Accessory
6040950	Hydraulic Testing Tool Kt	EA	1	[DEL]	Phoenix
6040984	Phoenix/Inn [DELETED] Adapter Kit	EA	1	[DEL]	Phoenix
6041271	Tech Card (Pcmcia)	EA	1	[DEL]	Phoenix
6041370	Tool, Hexagonal Wrench	EA	1	[DEL]	Phoenix
6041438	Single Needle Kit	EA	1	[DEL]	Phoenix Accessory
6041461	Conn. Kit Test Points Conn Kit	EA	1	[DEL]	Phoenix
6904056	Tube 2x5,5 Silicone 10pk	CS	10	[DEL]	Phoenix
6911572	Buzzer 24v Dc	EA	1	[DEL]	Phoenix
6918155	Silicone Tube 5x9 10pk	CS	10	[DEL]	Phoenix
6923601	Shutter Assembly	EA	1	[DEL]	Phoenix
6936280	Tube 6x12 Silicone 10 Pk	CS	10	[DEL]	Phoenix
6939730	6 Pole Fem Term On Board Conn	CS	50	[DEL]	Phoenix
6942239	Fuse Holder Cap, Pwr Supp 2pk	CS	2	[DEL]	Phoenix
6942684	Push Button Sw-Ultrafil Bl Det	EA	1	[DEL]	Phoenix
6943195	F. Conn. 4 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6943617	F. Conn. 2 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6944151	M Conn 2poles (Modu Ii) 10 Pk	CS	10	[DEL]	Phoenix
6944185	M Terminal (Modu Ii) 10 Pk	CS	10	[DEL]	Phoenix
6945240	F. Conn. 6 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6946065	Ph Probe Gasket 5pk	CS	5	[DEL]	Phoenix
6946198	Opto Triac 45a	EA	1	[DEL]	Phoenix
6946719	Ph Holder Nut 2pk	CS	2	[DEL]	Phoenix

7

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6946750	Ph Probe Mnt W/Tie Wrap 5pk	CS	5	[DEL]	Phoenix
6946925	Oring, Water Filter 10pk	CS	10	[DEL]	Phoenix
6947295	Led Green, Hep&Bld Pump, Power	CS	10	[DEL]	Phoenix
6947998	Oring, 2-008, Male Conc Conn 10pk	CS	10	[DEL]	Phoenix
6948087	Optical Flow Sw Assy (Lfp, Lfd)	EA	1	[DEL]	Phoenix
6948574	Fuse T 0, 80a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948582	Fuse T 3, 15a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948590	Fuse T 6, 3a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948996	Connector, Type B Male	EA	1	[DEL]	Phoenix
6949572	Orings, Conc. Conn. Kit	EA	1	[DEL]	Phoenix
6950521	Sterilant Male Conn. Yellow	EA	1	[DEL]	Phoenix
6950570	Quick Connector Water Filter	EA	1	[DEL]	Phoenix
6950703	Fuse Tt 3, 15a 5x20 250v 2pk	CS	2	[DEL]	Phoenix
6950737	Check Valve (Silicon) Ow11	EA	1	[DEL]	Phoenix
6950745	Heparin Syringe Carriage	EA	1	[DEL]	Phoenix
6951651	Oring, 2-014, Level Sensors 10pk	CS	10	[DEL]	Phoenix
6952220	O Ring 5-612 Silicone 10 Pk	CS	10	[DEL]	Phoenix
6952238	Filter 5pk	CS	5	[DEL]	Phoenix
6952709	Micro 68hc11	EA	1	[DEL]	Phoenix
6953210	Fuse T 2, 50a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6954259	Ph Board	EA	1	[DEL]	Phoenix
6954291	Type A Sp Male Conn	EA	1	[DEL]	Phoenix
6955686	Heparin Stepp.Motor Board	EA	1	[DEL]	Phoenix
6955777	Dc Timer	EA	1	[DEL]	Phoenix
6955793	Fuse T O, 10a 5x20 250v 10 Pk	CS	10	[DEL]	Phoenix
6955926	Connector, “L” 6x5 6x5 Silicone 5 Pk	CS	5	[DEL]	Phoenix
6955934	Connector, Str, Silicone 5 Pk	CS	5	[DEL]	Phoenix
6955942	T Connector (Silcone) 5pk	CS	5	[DEL]	Phoenix
6955975	Bld Ir Led Assy (M)	EA	1	[DEL]	Phoenix
6955983	Bld Photodiode Assy (M)	EA	1	[DEL]	Phoenix
6955991	Dc Motor Drive Board P1p2	EA	1	[DEL]	Phoenix
6956007	Dc Motor Drive Board Pc	EA	1	[DEL]	Phoenix
6956411	Fuse Tt 0.25a 5x20 250v 2pk	CS	2	[DEL]	Phoenix
6956726	Head Pump (P1/P2)	EA	1	[DEL]	Phoenix
6956734	Head Pump (Pc)	EA	1	[DEL]	Phoenix
6956833	Main Switch (15a)	EA	1	[DEL]	Phoenix
6956866	Wheel, Phonic Wheel P1/P2	EA	1	[DEL]	Phoenix

8

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6956932	No Return Valve (White)	EA	1	[DEL]	Phoenix
6956940	Uf Burette Assy	EA	1	[DEL]	Phoenix
6956957	Reducer, Regulator (R2)	EA	1	[DEL]	Phoenix
6957013	Ultrafilter Mounting Clip	EA	1	[DEL]	Phoenix
6957054	Level Detector Assy	EA	1	[DEL]	Phoenix
6957351	Transformer	EA	1	[DEL]	Phoenix
6957369	Ni-Cd Battery	EA	1	[DEL]	Phoenix
6957377	Power Supply	EA	1	[DEL]	Phoenix
6957724	Cuff, Bpm Child (10-19 Cm)	EA	1	[DEL]	Phoenix Accessory
6957732	Cuff, Bpm Small Adult (18-26 Cm)	EA	1	[DEL]	Phoenix Accessory
6957740	Cuff, Bpm Medium (25-35 Cm)	EA	1	[DEL]	Phoenix Accessory
6957765	Cuff, Bpm Large Adult (33-47 Cm)	EA	1	[DEL]	Phoenix Accessory
6957773	Bld Electromagnet (M)	EA	1	[DEL]	Phoenix
6957872	Bpm Adjustment Kit	EA	1	[DEL]	Phoenix
6957971	Bld Vessel	EA	1	[DEL]	Phoenix
6957989	Bld Assy (M)	EA	1	[DEL]	Phoenix
6958698	Bicart Oring 2.4x9.3(10 Pr Pk)	CS	10	[DEL]	Phoenix
6958789	Main Switch (20a)	EA	1	[DEL]	Phoenix
6958821	Filter, Inlet Water	EA	1	[DEL]	Phoenix Accessory
6959050	Pump Assy Pc	EA	1	[DEL]	Phoenix
6959068	Pump Assy P1-P2	EA	1	[DEL]	Phoenix
6959175	Board Extractor	EA	1	[DEL]	Phoenix
6959308	Ccm Interface Board	EA	1	[DEL]	Phoenix
6959423	Tray, Concentrate (Slanted)	EA	1	[DEL]	Phoenix Accessory
6959498	Microswitch	EA	1	[DEL]	Phoenix
6959514	Twin Wheel	EA	1	[DEL]	Phoenix
6959589	Alarm Led Board (R/Y)	EA	1	[DEL]	Phoenix
6959720	Reducer, Regulator (R1)	EA	1	[DEL]	Phoenix
6959779	Pump Spring Kit	EA	1	[DEL]	Phoenix
6959787	Conn., Water Supply/Drain Conn Kit	EA	1	[DEL]	Phoenix
6960033	Tubing, Tube D. 8x14 (Reinf Inlet) 10pk	CS	10	[DEL]	Phoenix
6960041	Metallic Clip 10 Pk	CS	10	[DEL]	Phoenix

9

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6960108	Break Shoe 2pk	CS	2	[DEL]	Phoenix
6960116	Pneumatic Spring	EA	1	[DEL]	Phoenix
6960132	Oring, 2-021 R1 And R2 10 Pk	CS	10	[DEL]	Phoenix
6960157	Push Button (Hemoscan)	EA	1	[DEL]	Phoenix
6960538	Extender Pcb Eurocard-D	EA	1	[DEL]	Phoenix
6960546	Extender Pcb Eurocard	EA	1	[DEL]	Phoenix
6960645	Pump, Gear Pump, Clear Cover	EA	1	[DEL]	Phoenix
6960942	P2 Pump Calibration Tool	EA	1	[DEL]	Phoenix
6960967	Heparin Optical Sensor	EA	1	[DEL]	Phoenix
6960991	Alarm Leds Cover	EA	1	[DEL]	Phoenix
6961015	Door Gasket 2 Per Pack	CS	2	[DEL]	Phoenix
6961031	Conn., Dialysate Sampling Conn.	EA	1	[DEL]	Phoenix Accessory
6961056	Heparin Stepper Motor	EA	1	[DEL]	Phoenix
6961064	Concentrate Tank Tray	EA	1	[DEL]	Phoenix Sn Ph1075/Lower
6961072	Cover, Inlet Water Filter	EA	1	[DEL]	Phoenix
6961098	Flow Switch Glass Tube	EA	1	[DEL]	Phoenix
6961106	Heater Relay	EA	1	[DEL]	Phoenix
6961114	Vibration Damping Kit	EA	1	[DEL]	Phoenix
6961130	Fuse 10 Per Pack	CS	10	[DEL]	Phoenix
6961148	P.S. Mother Board	EA	1	[DEL]	Phoenix
6961155	P.S. +24 Board	EA	1	[DEL]	Phoenix
6961163	P.S. Service Board	EA	1	[DEL]	Phoenix
6961171	P.S. Pfc Board	EA	1	[DEL]	Phoenix
6961189	Oring Mounting Tool	EA	1	[DEL]	Phoenix
6961239	Restriction I.D. 1	EA	1	[DEL]	Phoenix
6961247	Restriction I.D. 1.7 5 Pk	CS	5	[DEL]	Phoenix
6961288	Oring, 2-007 Acid/Bicarb Inj Probe 10 Pk	CS	10	[DEL]	Phoenix
6961353	Silicone Spray	EA	1	[DEL]	Phoenix
6961395	L Conn. I.D. 5x6,5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6961403	“-” Conn. I.D. 5x6,5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6961767	Regulator, Stainless Steel Shutter R2	EA	1	[DEL]	Phoenix
6961841	Red-Blue Tube Holder	EA	1	[DEL]	Phoenix
6962039	Pump Insert 5 Per Pack	CS	5	[DEL]	Phoenix
6962054	Stepper Motor (H Pump)	EA	1	[DEL]	Phoenix
6962062	Flexible Coupling (H)	EA	1	[DEL]	Phoenix

10

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6962245	Heparin Pump Seeger 5pk	CS	5	[DEL]	Phoenix
6962450	2 Way Valve Body (Peek)	EA	1	[DEL]	Phoenix
6962468	2 Way Solenoid Valve (Peek)	EA	1	[DEL]	Phoenix
6962476	2 Way Valve Magnet (Am)	EA	1	[DEL]	Phoenix
6962484	3 Way Valve Body (Peek)	EA	1	[DEL]	Phoenix
6962492	3 Way Solenoid Valve (Peek)	EA	1	[DEL]	Phoenix
6962500	3 Way Valve Magnet (Am)	EA	1	[DEL]	Phoenix
6962559	Deflector 5pk	CS	5	[DEL]	Phoenix
6963177	Heat Exchanger	EA	1	[DEL]	Phoenix
6963268	Pole, Iv Pole Adjustable	EA	1	[DEL]	Phoenix
6963391	Short “L” Conn. (Silicone) 5pk	CS	5	[DEL]	Phoenix
6963839	Board, Hd Bpm Board Assy	EA	1	[DEL]	Phoenix
6964191	I/O Selection Part B Gal	EA	1	[DEL]	Phoenix
6964209	I/O Selection Part A Gal	EA	1	[DEL]	Phoenix
6964449	Plug (Peek Valve) 5 Per Pack	CS	5	[DEL]	Phoenix
6964613	Fixture, Valve Rebuild	EA	1	[DEL]	Phoenix
6964688	Safety Valve Kit	EA	1	[DEL]	Phoenix
6964712	Oring, 2-112 Fem Dial Conn (Silicone) 10pk	CS	10	[DEL]	Phoenix
6965107	Power Supply New Conn. Kit	EA	1	[DEL]	Phoenix
6965420	Address Decoder Gal Ic17	EA	1	[DEL]	Phoenix
6965537	Sterilant Tank Assy (M)	EA	1	[DEL]	Phoenix
6965578	Concentrate Injector	EA	1	[DEL]	Phoenix
6965891	Stepper Eight Board	EA	1	[DEL]	Phoenix
6965925	Bubble Trap Btp-Bt2	EA	1	[DEL]	Phoenix
6965933	Bubble Trap Bt1	EA	1	[DEL]	Phoenix
6965990	G. Pump Motor 15w (P1-P2)	EA	1	[DEL]	Phoenix
6966006	G. Pump Motor 20w (Pc)	EA	1	[DEL]	Phoenix
6966097	Phonic Wheel D.5	EA	1	[DEL]	Phoenix
6966154	Phonic Wheel D.4	EA	1	[DEL]	Phoenix
6966394	Faston Contact Kit 10pk	CS	10	[DEL]	Phoenix
6966493	Univ. Pump Step Eight	EA	1	[DEL]	Phoenix
6966519	Uf Burette Sub-Assy	EA	1	[DEL]	Phoenix
6966527	Sterilant Tank Sub-Assy	EA	1	[DEL]	Phoenix
6966576	Cuff, Bpm Thigh (46-66 Cm)	EA	1	[DEL]	Phoenix Accessory
6966584	Universal Pump Insert 10pk	CS	10	[DEL]	Phoenix

11

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6966634	“L” Conn. I.D.8x6, 5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6966642	“T” Conn I.D. 8x6, 5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6966931	Screw Kit For Panels	EA	1	[DEL]	Phoenix
6966980	Tubing, Silicone Tube D. 3x6(Concentrate)	CS	10	[DEL]	Phoenix
6967137	Pressure Transducer	EA	1	[DEL]	Phoenix
6967335	Pedal, Brake Pedal	EA	1	[DEL]	Phoenix Sn Ph1075/Lower
6967384	Kit, Hd Bpm Pneumatic Kit	EA	1	[DEL]	Phoenix
6967426	Pump, Hd Bpm Pump	EA	1	[DEL]	Phoenix
6967772	Carrier 1 Board (Main)	EA	1	[DEL]	Phoenix
6967863	Check Valve, Ow1, Ow4, Ow5, Ow12	CS	4	[DEL]	Phoenix
6967871	T Conn I.D. 5x6 5x6x5	CS	5	[DEL]	Phoenix
6967988	Switch, Press Sw Assy 760mmhg(Swp1)	EA	1	[DEL]	Phoenix
6967996	Switch, Press Sw Assy 380mmhg(Swp)	EA	1	[DEL]	Phoenix
6968036	Cable, Hd Bpm Cable	EA	1	[DEL]	Phoenix
6968192	Eprom Bioslave (U32)	EA	1	[DEL]	Phoenix
6968267	Diascan Probe	EA	1	[DEL]	Phoenix
6968481	Ph Probe Container	EA	1	[DEL]	Phoenix
6968507	Driving Magnet Pos. T	EA	1	[DEL]	Phoenix
6968655	Motor, Blood Pump Motor	EA	1	[DEL]	Phoenix
6968705	Fresh Flash 128k X 8	EA	1	[DEL]	Phoenix
6968747	Lvds-Tx Board	EA	1	[DEL]	Phoenix
6968754	Lvds-Rx-Sh Board	EA	1	[DEL]	Phoenix
6968804	Mother Board	EA	1	[DEL]	Phoenix
6968945	Ethernet Interface Board	EA	1	[DEL]	Phoenix
6969059	Blood Pump Board	EA	1	[DEL]	Phoenix
6969091	Smart Card Adaptor Board	EA	1	[DEL]	Phoenix
6969109	Blood Slave Board	EA	1	[DEL]	Phoenix
6969125	Hydraulic Slave Board	EA	1	[DEL]	Phoenix
6969141	Protective Slave Board	EA	1	[DEL]	Phoenix
6969232	Whu-Conn. Sensors Board	EA	1	[DEL]	Phoenix
6969240	Blood Pump Hall Sensors Board	EA	1	[DEL]	Phoenix
6969521	Connector Diod Kit	CS	5	[DEL]	Phoenix
6969539	Board, Venous Clamp Driver	EA	1	[DEL]	Phoenix
6969547	Blood Pump Motor Reducer	EA	1	[DEL]	Phoenix
6969604	Ph6 Probe Kit	EA	1	[DEL]	Phoenix

12

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6969687	Self-Lubricating Spacer	CS	10	[DEL]	Phoenix
6969711	Cd Rom Driver	EA	1	[DEL]	Phoenix
6969729	Rotor Replacing Kit	EA	1	[DEL]	Phoenix
6969802	Thermistor Probe (Short Cab)	EA	1	[DEL]	Phoenix
6969810	Thermistor Probe (Long Cable)	EA	1	[DEL]	Phoenix
6969828	Diascan Thermistor Probe	EA	1	[DEL]	Phoenix
6969844	Heparin Pump (10/20 Cc)	EA	1	[DEL]	Phoenix
6969851	Heparin Pump (20/30 Cc)	EA	1	[DEL]	Phoenix
6969869	Syringe Holder (10/20 Cc)	EA	1	[DEL]	Phoenix
6969877	Syringe Holder (20/30 Cc)	EA	1	[DEL]	Phoenix
6969885	Tubes, Preformed Tubes Kit(Hard Pvc)	EA	1	[DEL]	Phoenix
6969901	Tray, Adr Tray (Back Of Machine)	EA	1	[DEL]	Phoenix Accessory
6969935	Blood Pump Keyboard	EA	1	[DEL]	Phoenix
6969943	Heparin Pump Keyboard	EA	1	[DEL]	Phoenix
6969976	Red/Blue Fem Dial Conn Kit	EA	1	[DEL]	Phoenix
6969992	Manual Clamp	EA	1	[DEL]	Phoenix
6970149	Heater Cartridge Kit	EA	1	[DEL]	Phoenix
6970164	Heater Assy (115v-1400w)	EA	1	[DEL]	Phoenix
6970180	Dc/Dc 24/12v Power Supply	EA	1	[DEL]	Phoenix
6970198	Bleach/Sterilant Conn Kit	EA	1	[DEL]	Phoenix
6970206	Conductivity Probe Assy	EA	1	[DEL]	Phoenix
6970255	Clip (Heater)	EA	1	[DEL]	Phoenix
6970263	Advantech Pc 104 Board	EA	1	[DEL]	Phoenix
6970271	Inverter Cxa0217	EA	1	[DEL]	Phoenix
6970289	Touch Screen Controller	EA	1	[DEL]	Phoenix
6970388	Smart Card Interface	EA	1	[DEL]	Phoenix
6970420	Who Connector Cap 10 Pk	CS	10	[DEL]	Phoenix
6970438	Thermal Resistance Pt100	EA	1	[DEL]	Phoenix
6970446	Compound Kit	EA	1	[DEL]	Phoenix
6970453	Venturi Tube (Who)	EA	1	[DEL]	Phoenix
6971022	Universal Syringe Carriage	EA	1	[DEL]	Phoenix
6971055	Bioslave Board	EA	1	[DEL]	Phoenix
6971089	Board, Rs-485 Cnet Cca	EA	1	[DEL]	Phoenix Accessory
6971105	Bpm Upgrade Kit	EA	1	[DEL]	Phoenix
6971188	[DELETED] Inlet Connector	EA	1	[DEL]	Phoenix

13

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6971204	Dialysate Hose Retrofit Kit	EA	1	[DEL]	Phoenix
6971238	W/R F.Dia.Conn. With Magn	EA	1	[DEL]	Phoenix
6971246	W/B F.Dia.Conn With Magn	EA	1	[DEL]	Phoenix
6971683	Cuff Holder Rods	EA	1	[DEL]	Phoenix
6971725	Power Cable Kit	EA	1	[DEL]	Phoenix
6971733	Drain Tube	EA	1	[DEL]	Phoenix
6971758	Gal Hydraulic/Blood Ic37	EA	1	[DEL]	Phoenix
6971766	Gal Protective Ic17	EA	1	[DEL]	Phoenix
6971774	Gal Bioslave U43	EA	1	[DEL]	Phoenix
6971782	Gal Bioslave U44	EA	1	[DEL]	Phoenix
6971857	Kit, Amp Modification Kit	EA	1	[DEL]	Phoenix Accessory
6971956	Blood Pump Rotor	EA	1	[DEL]	Phoenix
6971964	Blood Pump Cover Gray	EA	1	[DEL]	Phoenix
6971972	Blood Pump Cover Latch	EA	1	[DEL]	Phoenix
6972020	Log Book, Phoenix	EA	1	[DEL]	Phoenix
6972046	Dialyzer Rubber Bumpers	CS	2	[DEL]	Phoenix
6972053	Suction Rod, Sterilant	EA	1	[DEL]	Phoenix Accessory
6972061	Suction Rod, Acid/Acetate	EA	1	[DEL]	Phoenix Accessory
6972079	Suction Rod, Bicarbonate	EA	1	[DEL]	Phoenix Accessory
6972087	Log Book Holder	EA	1	[DEL]	Phoenix
6972200	Blood Pump Keyboard Ret Kit	EA	1	[DEL]	Phoenix
6972400	Eprom Bioslave Phoenix	EA	1	[DEL]	Phoenix
6972483	Pedal, Brake Pedal	EA	1	[DEL]	Phoenix Sn Ph1076/Higher
6972491	Concentrate Tank Tray Slanted	EA	1	[DEL]	Phoenix Sn Ph1076/Higher
6972509	Concentrate Tank Tray	EA	1	[DEL]	Phoenix Sn Ph1076/Higher
6972566	Door Latch	EA	1	[DEL]	Phoenix
6972624	Phoenix Ill. Spare Part List	EA	1	[DEL]	Phoenix
6972665	Crate, Empty	EA	1	[DEL]	Phoenix
6972673	Smart Card Cover Phoenix	EA	1	[DEL]	Phoenix
6972780	Smart Card Guide Phoenix	EA	1	[DEL]	Phoenix
6972947	Cover, Who	EA	1	[DEL]	Phoenix
6972962	Cap, Who Connector	CS	5	[DEL]	Phoenix

14

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6973010	Dasco Flowmeter Kit	EA	1	[DEL]	Phoenix
6973028	Dty Monitor Kit	EA	1	[DEL]	Phoenix
6973085	Connector, Reduction Connector	CS	4	[DEL]	Phoenix
6973135	New Dasco Abd Assy	EA	1	[DEL]	Phoenix
6973143	Pump Crank Clip Kit	EA	1	[DEL]	Phoenix
6973150	Clamp, Arterial Clamp Assy	EA	1	[DEL]	Phoenix
6973184	Hydraulic Cover Kit Phoenix	EA	1	[DEL]	Phoenix
6973192	Male Dialystate Cnnt R/B	EA	1	[DEL]	Phoenix
6973200	Arterial Clamp Plug	EA	1	[DEL]	Phoenix
6973226	Crank Pin Kit	EA	1	[DEL]	Phoenix
6973242	Inlet Water Tube	EA	1	[DEL]	Phoenix
6973259	[DELETED] H2o Filter	EA	1	[DEL]	Phoenix
6973267	[DELETED] Pressure Reducer	EA	1	[DEL]	Phoenix
6973275	[DELETED] 2 Way Valve	EA	1	[DEL]	Phoenix
6973309	Molded Who Kit	EA	1	[DEL]	Phoenix
6973325	Male Dialystate Conn R/B	EA	1	[DEL]	Phoenix
6973333	Tubes Kit, Performed Tubes Kit	EA	1	[DEL]	Phoenix
6973341	Select Push Button	EA	1	[DEL]	Phoenix
6973374	White Main Keyboard	EA	1	[DEL]	Phoenix
6973416	Locking Cap	EA	1	[DEL]	Phoenix
6973424	Clamp Damper Kit, Snc Clamp	EA	1	[DEL]	Phoenix
6973432	Switching Power Supply	EA	1	[DEL]	Phoenix
6973440	Lead Battery 12v 7a	EA	1	[DEL]	Phoenix
6973481	Tdk Inverter Cabling	EA	1	[DEL]	Phoenix
6973507	Peristaltic Pump Coupling	EA	1	[DEL]	Phoenix
6973564	Overtemperature Board 115v	EA	1	[DEL]	Phoenix
6973606	Clean Dialysate By-Pass	EA	1	[DEL]	Phoenix
6973648	Oring, Swp1 Press Sw 10pk Phx	CS	10	[DEL]	Phoenix
6973663	Oring, 2-011	CS	10	[DEL]	Phoenix
6973655	Oring, 2-005	CS	10	[DEL]	Phoenix
6973671	Oring, Water Panel In-Out 10pk	CS	10	[DEL]	Phoenix
6973689	Oring, Male Disinfectant Conn	CS	10	[DEL]	Phoenix
6973705	Ram Simm For Pc104 Board	EA	1	[DEL]	Phoenix
6973812	Top Tray	EA	1	[DEL]	Phoenix
6973838	Clip, Top Tray Clip	EA	1	[DEL]	Phoenix
6973846	Holder, Power Cable Holder	EA	1	[DEL]	Phoenix
6974026	Cd, Service Manual Maint, Phnx	EA	1	[DEL]	Phoenix

15

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6974109	Sn Chamber Holder	EA	1	[DEL]	Phoenix
6974141	Restrictor, Degassing	EA	1	[DEL]	Phoenix
6974166	Bicart Holder W/Univ Arm	EA	1	[DEL]	Phoenix
6974174	Clip, Bicart Arms Clip	EA	1	[DEL]	Phoenix
6974240	Manual, Schematics	EA	1	[DEL]	Phoenix
6974273	Pib Board	EA	1	[DEL]	Phoenix
6974299	Grease, Silicon Grease 100gr Tube	EA	1	[DEL]	Phoenix
6974380	Pressure Sensor Kit	EA	1	[DEL]	Phoenix
6974554	Holder, Filter Holder	EA	1	[DEL]	Phoenix
6974562	Cable, Lvds Rx Tx Cable	EA	1	[DEL]	Phoenix
6974570	Antistatic Twin Wheels	CS	4	[DEL]	Phoenix
6974836	Manual, Operators Paper Copy	EA	1	[DEL]	Phoenix Accessory
6974943	Flash Main (Disk On Chip)	EA	1	[DEL]	Phoenix
6974950	Flash Protective	EA	1	[DEL]	Phoenix
6974968	Flash Blood	EA	1	[DEL]	Phoenix
6974976	Flash Hydraulic	EA	1	[DEL]	Phoenix
6974984	Flash Bioslave	EA	1	[DEL]	Phoenix
6974992	Cd Upgrading Sw 3.25.0	EA	1	[DEL]	Phoenix
6975015	Spike, Upper Spike Per Univ Arm	EA	1	[DEL]	Phoenix
6975023	Spike, Lower Spike Per Univ Arm	EA	1	[DEL]	Phoenix
6975031	Spike, Lower Spike Univ Arm	EA	1	[DEL]	Phoenix
6975049	Smart Keyboard Interface	EA	1	[DEL]	Phoenix
6975114	Kit, Connector Locking Kit	EA	1	[DEL]	Phoenix
6975148	Wire, Copper Wire Skein	EA	1	[DEL]	Phoenix
6975155	Spike, Upper Spike Univ Arm	EA	1	[DEL]	Phoenix
6975186	Solution, Stabilant 22 Solution	EA	1	[DEL]	Phoenix
6975197	Moulded Abd	EA	1	[DEL]	Phoenix Sn Ph6900/Higher
6975213	Cuff, Child (10-19cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975221	Cuff, Small Adult(18-26cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6973239	Cuff, Medium Adult (25-35cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975247	Cuff, Large Adult (33-47cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975254	Cuff, Thigh (46-66cm)	EA	1	[DEL]	Phoenix Accessory

16

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6975395	Silicon, Compound	EA	1	[DEL]	Phoenix
6975403	Cd-Rom, Schematics	EA	1	[DEL]	Phoenix
6975429	Dasco Abd Patient Sensor	EA	1	[DEL]	Phoenix Sn Ph6900/Higher
6975486	Display Assy	EA	1	[DEL]	Phoenix
6975585	Hydraulic Circuit Flowpath Poster	EA	1	[DEL]	Phoenix
6975692	Board, Pc104 Pentium Board	EA	1	[DEL]	Phoenix
6975726	Probe Assy Kit, Acetate	EA	1	[DEL]	Phoenix
6975734	Probe Assy Kit, Bicarb	EA	1	[DEL]	Phoenix
6975775	Resistor, Damping Resistor	EA	1	[DEL]	Phoenix
6975783	Cd, Software 3.25.2	EA	1	[DEL]	Phoenix
6975825	Flash Bioslave	EA	1	[DEL]	Phoenix
6975833	Cd-Rom Adapter	EA	1	[DEL]	Phoenix
6975917	Pentium Upgrade Kit Complete	EA	1	[DEL]	Phoenix
6975924	Door, Abd Door	EA	1	[DEL]	Phoenix
6975973	Filter, Toroidal Elec. Filter	EA	1	[DEL]	Phoenix
6975999	Holder, Filter Holder Assy	EA	1	[DEL]	Phoenix
6976005	Oring, Abd Assy	CS	10	[DEL]	Phoenix
6976013	Switch, Main Switch Protection Ph	CS	10	[DEL]	Phoenix
6976021	By-Pass Protection	CS	10	[DEL]	Phoenix
6976161	Cable, Rs 232 Touch Screen Cable	EA	1	[DEL]	Phoenix
6976153	Cable, Ps2 Smart Keyboard Cable	EA	1	[DEL]	Phoenix
6976211	Conn Kit, Male Dialysate Connector Kit	EA	1	[DEL]	Phoenix
6976229	Tool, Octagonal Nut	EA	1	[DEL]	Phoenix
6976245	Battery Back Up Old Rack	EA	1	[DEL]	Phoenix Accessory
6976252	Pressure Coupling	EA	1	[DEL]	Phoenix
6976278	Conn., Conc Conn Red Carter 1	EA	1	[DEL]	Phoenix
6976286	Conn., Conc Conn Red Carter 2	EA	1	[DEL]	Phoenix
6976294	Conn., Conc Conn Blue Carter 3	EA	1	[DEL]	Phoenix
6976302	Conn., Conc Conn Yellow Carter	EA	1	[DEL]	Phoenix
6976310	Conn., Conc Conn White Carter	EA	1	[DEL]	Phoenix
6976328	Conn., Conc Conn Blue Carter B	EA	1	[DEL]	Phoenix
6976393	Crank, Blood Pump Crank	EA	1	[DEL]	Phoenix
6976336	Conn., Power Supply Conn. 14 Pin	EA	1	[DEL]	Phoenix
6976443	Board, Lvds-Rx Board 3.3v	EA	1	[DEL]	Phoenix
6977086	Board, Lvds-Tx Board 3.3v	EA	1	[DEL]	Phoenix

17

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6977193	Battery Back Up - Switching Ps	EA	1	[DEL]	Phoenix Accessory
6977219	Venous Clamp Assy	EA	1	[DEL]	Phoenix
6977235	Tubes, Central Conc Tubes	EA	1	[DEL]	Phoenix
6977334	Cd Operator Manual	EA	1	[DEL]	Phoenix Accessory
6977367	Pm Kit, Level 1 - 4000 Hrs	EA	1	[DEL]	Phoenix
6977375	Pm Kit, Level 2 - 8000 Hrs	EA	1	[DEL]	Phoenix
6977466	Gear Pump Nipple Phoenix	EA	1	[DEL]	Phoenix
6977474	Cable, Pressure Sensor Phx	EA	1	[DEL]	Phoenix
6977490	Meter, Flow Aichi New	EA	1	[DEL]	Phoenix
6977540	Flash Compact Flash 128mb	EA	1	[DEL]	Phoenix
6977557	Sdram Sodimm 128mb	EA	1	[DEL]	Phoenix
6977565	Magnetic Buzzer Kit	EA	1	[DEL]	Phoenix
6977573	Port, Dialysate Sampling Port	EA	1	[DEL]	Phoenix
6977581	Microswitch	EA	1	[DEL]	Phoenix
6977599	Orings Kit	EA	1	[DEL]	Phoenix
6977615	Conn., Type A Female	EA	1	[DEL]	Phoenix
6977623	Tubes Retro Fit Kit	EA	1	[DEL]	Phoenix
6977649	Inverter Gh10	EA	1	[DEL]	Phoenix
6977672	Conn., Type B Female	EA	1	[DEL]	Phoenix
6977680	Conn., Sterilant Female	EA	1	[DEL]	Phoenix
6977847	Cable,Cd-Rom-Pc104 Ribbon Phx	EA	1	[DEL]	Phoenix
6977854	Tool, Grease Dispenser	EA	1	[DEL]	Phoenix
6977870	Cable, Trans Ps J37 (Old) Phx	EA	1	[DEL]	Phoenix
6977888	Cable, Switching Ps J37(New)	EA	1	[DEL]	Phoenix
6977953	Jumper +5vb/+5vd	EA	1	[DEL]	Phoenix
6977987	Kit, Conc. Connector	EA	1	[DEL]	Phoenix
6977995	Cd Rom Service Manual	EA	1	[DEL]	Phoenix
6978233	Buzzer, Magnetic Buzzer	EA	1	[DEL]	Phoenix
6978241	Tool, Tube Cutter Tool	EA	1	[DEL]	Phoenix
6978266	Tool, Silicon Cntt. Tool	EA	1	[DEL]	Phoenix
6978373	Valve, Safety Valve Kit	EA	1	[DEL]	Phoenix
6978381	Container, Ph Probe Container	EA	1	[DEL]	Phoenix
6978597	Manual, Service	EA	1	[DEL]	Phoenix
6978795	Cd Sw Upgrading 3.33.3	EA	1	[DEL]	Phoenix
6979033	Tubes, Ultrafilter Tubes	EA	1	[DEL]	Phoenix

18

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6979017	Tubing Harness	EA	1	[DEL]	Phoenix
6979041	Insulation Heater Assy	EA	1	[DEL]	Phoenix
6979058	Display Frame	EA	1	[DEL]	Phoenix
6979090	Cable, Lvds Tx-Pc Flat Cabel	EA	1	[DEL]	Phoenix
501438000	Cap Assy, Clear Adr Disinfect	EA	1	[DEL]	Phoenix Accessory
501510000	Cap Assy, Yellow Adr, Bleach	EA	1	[DEL]	Phoenix Accessory
515000200	Cap Assy, Red 38mm Acid Gal Jug	CS	10	[DEL]	Phoenix
515001200	Cap Assy, Blue 63mm 10 Liter Jug	CS	10	[DEL]	Phoenix
515002200	Cap Assy, Red 63mm Acid 10 Liter Jug	CS	10	[DEL]	Phoenix
515003000	Jug Assy, Acid 10 Liter	EA	1	[DEL]	Phoenix
515004000	Jug Assy, Bicarb 10 Liter	EA	1	[DEL]	Phoenix
515005000	Container, Phoenix Transporter	EA	1	[DEL]	Phoenix Accessory
515006200	Adapter, Bicarb Cent. Conc W/O	CS	10	[DEL]	Phoenix
515007200	Adapter, Acid Cent. Conc W/O	CS	10	[DEL]	Phoenix
515008000	Port, Sample Port, Dialysis	EA	1	[DEL]	Phoenix
9800981700	Blood Pump Rotor Occl Test	EA	1	[DEL]	Phoenix
9800981800	Blood Circuit Testing Tool	EA	1	[DEL]	Phoenix
K12755001	Tool, Withdrawing Tube	EA	1	[DEL]	Phoenix

CENTRYSYSTEM SPARE PARTS

Purchaser’s price for Centrysystem Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
500007001	Switch, Flow, 160 Cc/Min	1	[DEL]	Cs3, Bicart
500008000	O-Ring, 1.171 I.D. X .139	2	[DEL]	Cs3 (Defoamer Acc) Center)
500009000	O-Ring, 3.359 I.D. X .139	1	[DEL]	Cs3 (Defoamer Acc Cannister Cov)
500011000	Kit, Hardware	1	[DEL]	Cs3 (Defoamer Acc)
500015200	Fuse, 1 Amp 250 V	10	[DEL]	Cs3(Dp Cca)
500030001	Regulator, Back Press.18 Psi	1	[DEL]	Cs3(Prv3)
500047020	Cca, Rs-485 Adapter, Cnet	1	[DEL]	Cnet Conroller(Rtk)

19

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
500047030	Cca, Rs-485 Adapter, Cnet	1	[DEL]	Cnet Controller (Quatech)
500055001	Regulator, Back Press. 8 Psi	1	[DEL]	Cs3 (Prv 1,2)
500055016	Regulator, Prv1-2	1	[DEL]	Cs3 Plus
500055040	Prv 4/5, Regulator, Back Pres	1	[DEL]	Cs3
500055060	Prv 6, Regulator, Back Pres	1	[DEL]	Cs3
500060000	Cable, Kit, To Wall	1	[DEL]	Cs3 W/Cnet
500061000	Cca, Interface	1	[DEL]	Cs3 W/Cnet
500061000r	Cca, Interface	1	[DEL]	Cs3 Refurbished
500061100	Cca, Centrynet Interface	1	[DEL]	Cs3 W/Cnet
500062000	Kit, Wall Attach Kit	1	[DEL]	Cs3 W/Cnet
500063000	Termination Assembly	1	[DEL]	Cs3 W/Cnet
500064000	Cable Kit, Pc To Wall Cable Kit	1	[DEL]	Cs3 W/Cnet, Network Controller
500065000	Manual, Cnet Ntwrk Ad	1	[DEL]	Cs3 W/Cnet, Network Controller
500066022	Manual, Cnet 2.2 Operat	1	[DEL]	Cs3 W/Cnet
500067000	Cable Kit, Interface, Centry	1	[DEL]	Cs3 W/Cnet
500068200	Cap Kit, Centrynet	5	[DEL]	Cs3 W/Cnet
500069200	Label Kit, Warning	25	[DEL]	Cs3 W/Cnet
500070000	Adapter, Pc To Wall	1	[DEL]	Cs3 W/Cnet, Network Controller
500071200	Faceplate, W/ Label	5	[DEL]	Cs3 W/Cnet
500072000	Cable, Power, Cnet Cca	1	[DEL]	Cs3 W/Cnet
500073000	Cable, Signal, Cnet Cca	1	[DEL]	Cs3 W/Cnet
500074000	Kit, Hardware, Cnet	1	[DEL]	Cs3 W/Cnet
500075000	Cable, Elim Plug	1	[DEL]	Cnet
500113200	Battery, 9 Volt Alkaline	4	[DEL]	Cs3
500128200	Brush Assy, Blood Pump	2	[DEL]	Cs3
500134000	Cap, Acetate Jug Assy	1	[DEL]	Cs3
500139200	Cap, Conc Jug W/O Holes	4	[DEL]	All 10L Concentrate Containers (Without Holes)
500140200	Lens, Central Alarm, Green	4	[DEL]	Cs3
500141200	Lens, Central Alarm, Red	4	[DEL]	Cs3
500142200	Lens, Central Alarm, Yellow	4	[DEL]	Cs3

20

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
500212200	Clamp, Hose, Dialyzer Line	8	[DEL]	Cs3
500232200	Connector, Elec Female	2	[DEL]	Cs3
500233200	Connector, Bicarb, Jug	4	[DEL]	Cs3 (Orange)
500241000	Cord Assy, 115 Volt Power	1	[DEL]	Cs3
500246000	Crank, Pump Hand	1	[DEL]	Cs3
500251000	Extender, Drain Line	1	[DEL]	Cs3
500255000	Filter Assy	1	[DEL]	Cs3
500259200	Stop Cock, 3-Way W M Ll	10	[DEL]	Cs3
500263200	Fuse, 2 Amp	10	[DEL]	Cs3
500265200	Fuse, 3-Amp, Slo Blo	10	[DEL]	Cs3
500309200	Holder, Fuse	4	[DEL]	All Equipment W/Fuses
500315000	Hose, Supply, Water, Kit	1	[DEL]	Cs3 (10 Ft Of Hose)
500334000	Kit, Hardware, Assortment	1	[DEL]	All Centry Equipment
500335200	Tubing, 95” Roll Of 1/8	1	[DEL]	Cs3 (Silastic)
500335400	Tubing, 1200” Roll Of 1/8	1	[DEL]	Cs3 (Silastic)
500365200	Lamp, Front Panel Switch	10	[DEL]	Cs3
500365400	Lamp, Front Panel Switch	100	[DEL]	Cs3
500434000	Plug, 125v Power	1	[DEL]	All 125v Equipment (Hosp Grade)
500436000	Port Assy, Sampling, Clear	1	[DEL]	Cs3 (Clear, 6 Psi)
500437000	Port Assy, Sampling, White	1	[DEL]	Cs3 (White 12 Psi)
500462000	Rectifier, Bridge	1	[DEL]	Cs3
500465010	Relay, Solid State, Univ	1	[DEL]	Cs3
500538000	Switch, Micro	1	[DEL]	Cs3(Act Lever)
500551000	Transistor, 2n5883	1	[DEL]	Cs3
500564200	Tubing, 165” Roll Of 3/16	1	[DEL]	Cs3+F138 (165”Roll)
500564400	Tubing, 3/16 Sil 1200” Rl	100	[DEL]	Cs3(1200”Roll, Bulk)
500566000	Tool, Trimpot	1	[DEL]	All Equipment
500571200	Valve, Check, Air Pump	4	[DEL]	Cs3
500574000	Varistor, High Voltage	1	[DEL]	Cs3 (Universal)
500575201	Washer, Dialysate Hose Con	8	[DEL]	Cs3
500576200	Filter/Washer, Fine	4	[DEL]	Cs3 (158 Micron)
500576400	Filter/Washer, Fine	50	[DEL]	Cs3 (158 Micron, Bulk-Pak)

21

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
500585000	Ph Electrode	1	[DEL]	Cs3
500586000	Kit, Block & Cap Kit, Ph Probe	1	[DEL]	Cs3 (With O- Rings)
500604200	Fuse, 1 Amp Slo-Blo	10	[DEL]	Snc,Cs3 (Lv Machines)
500623200	Connector, Acetate	2	[DEL]	Acet Container Assy (Straight)
500624200	Connector, Acetate	2	[DEL]	Acet Container Assy (W/ Sidearm)
500652000	Cap Assy, Bicarb Container	1	[DEL]	Cs3 (Orange)
500715000	Grease, Vacuum	1	[DEL]	Cs3
500766200	Fuse, 3 Amp	10	[DEL]	Cs3, Sns (1/4”“X 1 1/4””)
500796200	Fuse, 5 Amp	10	[DEL]	Cs3
500823200	Tape, Teflon 600”	1	[DEL]	Cs3
500835000	Container, Acid	1	[DEL]	Cs3
500836000	Hose Assy, To Psfc	1	[DEL]	Cs3 (Pressure Switch)
500872200	Locking Tie, Small	100	[DEL]	All Equipment (Cable Ties)
500891600	Grip Ring Assortment Kit	1	[DEL]	Cs3
500892200	Locking Tie, Large	50	[DEL]	All Equipment (Cable Ties)
500904400	Tubing, 1/4 Id Tygon 600”	50	[DEL]	Cs3
500919200	O-Ring, Acid/Bicarb	20	[DEL]	Cs3 (Male Connector)
500928000	Ic, Analog To Digital Conv	1	[DEL]	Snc (Us),Cs3
500932600	Standoff Assortment Kit	1	[DEL]	Snc, Cs3r
500959200	O-Ring, Male, Chem Conn(Lg)	15	[DEL]	Cs3
500961200	Fuse, 6 Amp	10	[DEL]	Cs3
500972200	Tubing, Tygn 062 X .31 20’	1	[DEL]	Cs3 (Vacuum Regulator)
501000002	Tube, Crt W/Video Cca	1	[DEL]	Cs3 (With Video Display Cca)
501000200	Brushholder	4	[DEL]	Cs3
501000501	Kit, Acdr Relocation Brack	1	[DEL]	Cs3
501000502	Kit, Wire, Interconnect, Htr	1	[DEL]	Cs3
501001001	Bottle, Vinegar	1	[DEL]	As Needed

22

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501002002	Cca, Crt Regulator	1	[DEL]	Cs3
501003001	Light Assy, Central Alarm	1	[DEL]	Cs3 (Red/ Yellow/ Green)
501004200	Lamp, 14v,Type 382	5	[DEL]	Cs3
501005001	Fan, Cooling, Dc	1	[DEL]	Cs3(New Style Requiring Resistor Removal On Master
501006001	Meter, Hour, Digital	1	[DEL]	Cs3 - New Style Meter,Digital
501007050	Cca, Crt Monitor	1	[DEL]	Cs3
501008005	Switch Assy, Mstr,W/Chts/Bp	1	[DEL]	Cs3 (Does Not Include Inserts)
501010000	Container, Acetate, 10 Lit	1	[DEL]	Cs3 (Concentrate)
501010005	Container, Acetate, 10 Lit, Ce	1	[DEL]	Cs3
501011000	Kit, Cca Connector	1	[DEL]	Cs3
501011201	Tee, Barbed, 3/16”	4	[DEL]	Cs3 W/Bicart
501012001	Sensor Assy, Cond Probe	1	[DEL]	Cs3
501013201	Union, 1/4 X 1/4 Chevron	4	[DEL]	Cs3 (Conn. W/ Luer Lock)
501013202	Connector, Tested 1/4 X 1/4	4	[DEL]	Cs3, (Conn. W/ Luer)
501017005	Power Supply	1	[DEL]	Cs3 (Original Hydraulics Only)
501017005r	Power Supply Refurbished	1	[DEL]	Cs3 (Original Hydraulics Only)
501018100	Kit, #4-40 X 1/4 Screws	20	[DEL]	Cs3
501018600	Kit, C3 Hardware	1	[DEL]	Cs3
501019000	Cover, Central Alarm	1	[DEL]	Cs3 (Light Assembly)
501023201	Seal, Panel	2	[DEL]	Cs3
501024203	Valve, Check Valve	4	[DEL]	Cs3
501025000	Kit, Drain Line	1	[DEL]	Cs3, Defoamer Acc.
501025012	Cca, Blood Handling	1	[DEL]	Cs3
501025012r	Cca, Blood Handling	1	[DEL]	Cs3 (Refurbished)
501027005	Rotor Assy, Blood Pump	1	[DEL]	Cs3
501027005r	Rotor Assy, Blood Pump	1	[DEL]	Cs3 (Refurbished)

23

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501028001	Cover, Blood Pump	1	[DEL]	Cs3
501029200	O-Ring, Blood Pump Rotor	8	[DEL]	Cs3
501030001	Cover, Uabd	1	[DEL]	Cs3 (Ultrasonic Air Bubble Det)
501031002	Uabd, Transducer Assy	1	[DEL]	Cs3
501032000	Defoamer Canister, Assy	1	[DEL]	Cs3
501032200	Spring, Blood Tubing Clamp	3	[DEL]	Cs3 (Header)
501033000	Actuator, Bladder	1	[DEL]	Cs3 (Actuator)
501034201	O-Ring, Transducer Port	8	[DEL]	Cs3
501035000	Clamp Assy, Heparin Syringe	1	[DEL]	Cs3
501036002	Transducer, A/V Pressure	1	[DEL]	Cs3 (Arterial/ Venous Pressure)
501038000	Holder Assy, Dialyzer	1	[DEL]	Cs3
501039001	Clamp, Syringe	1	[DEL]	Cs3
501040000	Tool, Spacer, Gear Pump	1	[DEL]	Cs3
501040200	Clip, Spring, Wing Clamp	6	[DEL]	Cs3
501041001	Release Assy, Hep Pump	1	[DEL]	Cs3 (Heparin Pump)
501042001	Motor Assy, Heparin Pump	1	[DEL]	Cs3
501043002	Switch Assy, Heparin Pump	1	[DEL]	Cs3 (Limit)
501044005	Pump Assy, Heparin	1	[DEL]	Cs3
501044005r	Pump Assy, Heparin	1	[DEL]	Cs3 (Refurbished)
501045003	Block, Bypass Assy W/Switch	1	[DEL]	Cs3
501047001	Solenoid Assy, Clamp	1	[DEL]	Cs3 (With White Connector)
501047002	Solenoid Assy, Clamp Sns	1	[DEL]	Cs3 (Sns)
501049001	Switch, Main Power	1	[DEL]	Cs3
501050200	Connector, Acetate, Male	4	[DEL]	Cs3 (Brown)
501051001	Port Assy, Rinse, Acetate	1	[DEL]	Cs3 (Brown)
501052000	Container, Bicarb, 10 Lit	1	[DEL]	Cs3 (Concentrate)
501052005	Container, Bicarb, 10 Lit, Blue	1	[DEL]	Cs3
501053000	Plug, Option	1	[DEL]	Cs3
501054215	Heat Exchanger Assy	1	[DEL]	Cs3
501054215r	Heat Exchanger Assy	1	[DEL]	Cs3 (Refurbished)
501055016	Chamber H/D	1	[DEL]	C3,Cs3 Plus

24

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501055016r	Chamber H/D	1	[DEL]	C3,Cs3 Plus (Refurbished)
501056001	Heater Element, Enhanced	1	[DEL]	Cs3
501058002	Switch, Flow, 200 Cc/Min	1	[DEL]	Cs3 (Fs3)
501059001	Chamber Assy, Mixing	1	[DEL]	Cs3
501059001r	Chamber Assy, Mixing	1	[DEL]	Cs3 (Refurbished)
501061200	Connector, 1/8mnpt X 1/4ba	4	[DEL]	Cs3
501062000	Port Assy, Sample Bicarb	1	[DEL]	Cs3 (Yellow) (18 Psi)
501062016	Port Assy, Bicarb	1	[DEL]	Cs3 Plus
501063200	Filter, Diaph Pump, 130 Mic	3	[DEL]	Cs3
501064001	Pump Assembly, Air	1	[DEL]	Cs3
501065011	Cca, Uf Cca	1	[DEL]	Cs3 (Blue Covered Bld)
501065011r	Cca, Uf Cca Refurbished	1	[DEL]	Cs3 (Blue Covered Bld)
501067000	Valve, Solenoid,2-Way, No	1	[DEL]	Cs3 (V3 Dump)
501067000r	Valve, Solenoid,2-Way, No	1	[DEL]	Cs3 (V3 Dump) (Refurbished)
501068000	Solution, 7 Ph Standard	10	[DEL]	Ph Troubleshooting Kit(Refill)
501068200	Buffer, 8.25 Ph	10	[DEL]	Cs3
501069001	Balance Chamber Assy	1	[DEL]	Cs3 (Orig. Hyd Only)
501069001r	Balance Chamber Assy	1	[DEL]	Cs3 (Orig. Hyd Only) (Refurbished)
501073200	Seal, Valve	4	[DEL]	Cs3 (Seal For Bal. Cham. Valve)
501074002	Transistor, Gp Driver	1	[DEL]	Cs3
501074016	Transistor, Driver	1	[DEL]	Cs3 Plus
501079002	Transducer, Dial Press	1	[DEL]	Cs3 (Pdo/Pdi)
501081004	Blood Leak Det (Blue Cover)	1	[DEL]	Cs3 (Blue Covered)
501081004r	Blood Leak Det (Blue Cover)	1	[DEL]	Cs3 (Blue Covered) (Refurbished)
501084001	Pump, Gear (Orig Hydr)	1	[DEL]	Cs3 (Not For Use With Cs3r)

25

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501084016	Pump Assy, Gp1	1	[DEL]	Cs3 Plus
501085016	Pump Assy, Gp2	1	[DEL]	Cs3 Plus
501085200	Connector, Acid, Male	4	[DEL]	Cs3(Purple)
501086016	Pump Assy, Gp3	1	[DEL]	Cs3 Plus
501087000	Rectifier, Bridge	1	[DEL]	Cs3,Snc
501088200	Seal, Silicone O-Ring Seal	10	[DEL]	Cs3 (Green)
501090002	Maint Kit Port Inlet Uf	1	[DEL]	Cs3
501090100	Kit, Can-Do Kit, Bicarb Pump	1	[DEL]	Cs3 (Dpb, Dpa)
501090101	Maint Kit Port Outlet Uf/Dp	1	[DEL]	Cs3
501090110	Pump Head Assy, Concent	1	[DEL]	Cs3 (Acrylic Head W/Ports)
501092200	Fuse, 15 Amp, F509,510	10	[DEL]	Cs3
501093200	Fuse, 8 Amp, F511, 512	10	[DEL]	Cs3
501093890	Container, Ship Pwr Supply	1	[DEL]	Cs3
501095001	Cca, Blood Handling	1	[DEL]	Cs3 Control Panel
501095001r	Cca, Blood Handling	1	[DEL]	Cs3 Control Panel (Refurbished)
501096200	Fitting, Barbed Union	8	[DEL]	Cs3 (3/16x3/16)
501097005	Cca, Power Monitor W/P.M.F	1	[DEL]	Cs3, Orig Hydraulic’s
501097005r	Cca, Power Monitor W/P.M.F	1	[DEL]	Cs3, Orig Hyd (Refurbished)
501099000	Kit, Fuse Block	1	[DEL]	Cs3
501100000	Container, Bleach, 10 Lit	1	[DEL]	Cs3 (Yellow)
501101000	Fitting, Bulkhead	1	[DEL]	Cs3 (Fluid Ground)
501102000	Connector, Acdr, Male	1	[DEL]	Cs3 (Yellow)
501103000	Connector, Acetate, Jug	1	[DEL]	Cs3 (Jug, Brown)
501104001	Connector, Acdr, Clear, Jug	1	[DEL]	Cs3 (Clear, Disinfect)
501105000	Connector, Acdr, Jug	1	[DEL]	Cs3 (Bleach, Yellow)
501107001	Connector, Acdr, Male	1	[DEL]	Cs3 (Disinfect, Clear)
501108001	Port Assy, Rinse, Acdr	1	[DEL]	Cs3 (Yellow)
501109002	Port Assy, Acdr, Rinse, Clear	1	[DEL]	Cs3 (Clear)
501110001	Port Assy, Rinse, Bicarb	1	[DEL]	Cs3

26

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501111002	Port Assy, Rinse, Acid	1	[DEL]	Cs3 (Purple)
501111201	Kit, Red, Acid Connectors	10	[DEL]	Cs3
501111202	Kit, Blue, Bicarb, Connector	10	[DEL]	Cs3
501111203	Kit, Clear, Disinfect Conn	10	[DEL]	Cs3
501111204	Kit, Acetate, Conn, White	10	[DEL]	Cs3
501112000	Capacitor, 120000 Mfd	1	[DEL]	Cs3 (Filter)
501113000	Capacitor, 10000 Mfd	1	[DEL]	Cs3 (Filter)
501114000	Capacitor, 72000 Mfd	1	[DEL]	Cs3 (Filter)
501115000	Capacitor, 36000 Mfd	1	[DEL]	Cs3 (Filter)
501116009	Cca, Power Conversion	1	[DEL]	Cs3 (Orginal Hydraulics)
501116009r	Cca, Power Conversion	1	[DEL]	Cs3 (Org Hyd) (Refurbished)
501118001	Switch, Bld Pmp Door,Old	1	[DEL]	Cs3 (Old Style)
501118002	Switch, Bld Pmp Door,New	1	[DEL]	Cs3 (New Style)
501119100	Pres. Regulator, Prv	1	[DEL]	Cs3
501119100r	Pres. Regulator, Prv	1	[DEL]	Cs3 (Refurbished)
501120000	Solution, 4 Ph Standard	10	[DEL]	Refill For Ph Calibration Kit
501121001	Caster, Swivel Plate	1	[DEL]	Cs3 (Swivel Plate)
501122001	Axle, Wheel Assy	1	[DEL]	Cs3 (Wheels) Rear
501126024	Tray, Uf Drip	1	[DEL]	Cs3 (Original Hydraulics)
501127000	Container, Disinfect, 10 Lit	1	[DEL]	Cs3
501128200	Fuse, 12 Amp	10	[DEL]	Cs3
501129200	Fuse, 2 Amp Slo -Blo	10	[DEL]	Cs3
501130200	Fuse, 0.25 Amp (F507, 508)	10	[DEL]	Cs3
501131010	Cca, Bhd Driver	1	[DEL]	Cs3
501131010r	Cca, Bhd Driver	1	[DEL]	Cs3 (Refurbished)
501132004	Switch, Flow, 34 Cc/Min	1	[DEL]	Cs3 (Fsa & Fsb)
501133200	Fitting, Barbed T	4	[DEL]	Cs3 (Barbed)
501134201	Connector, Barbed	4	[DEL]	Cs3 (Barbed Tubing Reducer)
501139001	Heat Sink, Bld Pump Drive	1	[DEL]	Cs3 (Driver)
501140002	Cca, Alarm Monitor	1	[DEL]	Cs3
501141003	Switch Assy, Bld Handling	1	[DEL]	Cs3 (Control Switch, W/O Label Inserts)

27

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501142000	Cca, Blood Pump Hall Sensor	1	[DEL]	Cs3
501143010	Switch, Optical (Narrow)	1	[DEL]	Cs3
501144200	Fuse, 0.5 Amp (F506)	10	[DEL]	Cs3
501145000	Adapter, Dialyzer Hldr,Ppd	1	[DEL]	Cs3 (Holder,Ppd)
501146001	Relay, 12vdc	1	[DEL]	Cs3, Power Board
501147001	Cca, Overvoltage	1	[DEL]	Cs3 (Orginal Hydraulics)
501148000	Connector, 7 Pin (Buchanan)	1	[DEL]	Cs3
501149000	Connector, 10 Pin (Buchanan)	1	[DEL]	Cs3
501157157	Kit, Astr Eproms Ver 15.7	1	[DEL]	Cs3
501160200	Fitting, Straight Gp1	1	[DEL]	Cs3
501164001	Block, Bypass	1	[DEL]	Cs3
501165200	O-Ring, Chamber	6	[DEL]	Cs3
501166200	Band, Vee	2	[DEL]	Cs3
501167001	Shield, Splash	1	[DEL]	Cs3 (Diaphragm Pump)
501168000	Connector, 12 Pin Buchanan	1	[DEL]	Cs3
501169200	Fuse, Thermo	2	[DEL]	Cs3 Diaphragm Pump
501170010	Anvil Plate/Base Assy	1	[DEL]	Cs3
501172002	Hose Assy, To Dialyzer	1	[DEL]	Cs3
501173002	Hose Assy, From Dialyzer	1	[DEL]	Cs3
501174200	Pin, Blood Pump Door	10	[DEL]	Cs3
501175220	Connector, O-Ring Assy	2	[DEL]	Cs3 (Cartridge)
501176200	Ic, Novram, X2210	2	[DEL]	Cs3
501177200	Ic, Ram, Battery Ver 9-12	2	[DEL]	Cs3
501178000	Ph Circuit Troubleshooting	1	[DEL]	Cs3 (Ph Circuit)
501181000	Thermistor	1	[DEL]	Cs3
501183003	Header, Guide Assy	1	[DEL]	Cs3(Long)
501184202	Valve, Check, Acdr Kit	4	[DEL]	Cs3
501185022	Manual, Operator, English	1	[DEL]	Cs3
501186000	Ic, Master Control,U15,Ver 15	1	[DEL]	Cs3
501186001	Manual, Operator, English Ce	1	[DEL]	Cs3
501189000	Clamp, Front Panel Conn.	1	[DEL]	Cs3 (1ea-Acet,Bicarb,& Acid)

28

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501190200	Sleeve, Iv Pole	3	[DEL]	Cs3
501192200	Connector, Bicarb, Male	4	[DEL]	Cs3(Orange)
501193200	Pin, Knurled	4	[DEL]	Cs3(Rel Assy)
501194001	Cable Assy, Transducer	1	[DEL]	Cs3(Pressure Transducer+F389)
501195000	Cap Assy, Bleach	1	[DEL]	Cs3
501196000	Cap Assy, Disinfectant	1	[DEL]	Cs3
501197000	Manual, Bi-Cart Service Ad.	1	[DEL]	Cs3
501198000	Ic, Master Control, U17,Ver 15	1	[DEL]	Cs3
501199200	Seal, 0-Ring,Silicone	2	[DEL]	Cs3 (Heat Exchanger)
501200000	Rtv, Silastic Adhesive	1	[DEL]	Cs3
501201000	Relay, Bld Handling Dr.	1	[DEL]	Cs3, Cca
501202200	Clamp, Hose	4	[DEL]	Cs3(Dialyzer Hose Clamp)
501203200	Tubing, Heat Shrink	1	[DEL]	All Equipment
501204200	Gasket Kit, Prep. Module	1	[DEL]	Cs3 Module
501205200	Kit, Restraint, Power Switch	4	[DEL]	Cs3
501206201	Diaphragm, Prv, Santoprene	6	[DEL]	Cs3
501207000	Ic, Mas, Mon, U57, Ver 15	1	[DEL]	Cs3
501208000	Cable, Communication	1	[DEL]	Cs3 (Original Hydraulics)
501210200	Strapping Kit	1	[DEL]	Strapping Kit For All Equipment
501211005	Pump Assy, Blood	1	[DEL]	Cs3
501211005r	Pump Assy, Blood	1	[DEL]	Cs3 (Refurbished)
501212005	Holder, Cartridge, Cs3	1	[DEL]	Cs3
501212005r	Holder, Cartridge, Cs3	1	[DEL]	Cs3 (Refurbished)
501212010	Kit, Dowel Pin Kit	1	[DEL]	Cs3
501214005	Cca, A/V Clamps	1	[DEL]	Cs3, Snc
501214005r	Cca, A/V Clamps	1	[DEL]	Cs3, Snc, Refurbished
501215000	Kit, Refurb Kit, Gear Pump	1	[DEL]	Cs3(Ver 9)
501215010	Kit, Refurb Kit, Gp Head, Gp1	1	[DEL]	Cs3
501215020	Kit, Refurb Kit, Gp Head, Gp2	1	[DEL]	Cs3
501215030	Kit, Refurb Kit, Gp Head, Gp3	1	[DEL]	Cs3
501216001	Pumphead, Gear, Run-In	1	[DEL]	Cs3(Req Ver.9- 11,Gp1)

29

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501216016	Pumphead, Gp1	1	[DEL]	Cs3 Plus
501217000	Valve Assy, W/O, Sol Nc	1	[DEL]	Cs3
501217016	Pumphead, Gp2	1	[DEL]	Cs3 Plus
501217200	Neck Insert, Acid Jug	10	[DEL]	Cs3 (Jug,Purple)
501218009	Manual, Service	1	[DEL]	Cs3 (W Schematics)
501218016	Pumphead, Gp3	1	[DEL]	Cs3 Plus
501219000	Ic, Mas, Mon, U58, Ver 15	1	[DEL]	Cs3
501220100	Label, Insert, English	1	[DEL]	Cs3 (Master,Bld Pump & Acdr Pl)
501221001	Bracket, Ph Probe	1	[DEL]	Cs3 (Holder/ Protector)
501222200	Tee, Barbed, 1/4”	4	[DEL]	Cs3
501225000	Tool Kit, Sns Retrofit	1	[DEL]	Cs3
501229200	Connector, Flanged	10	[DEL]	Cs3
501232000	Kit, +25 Volt Bus	1	[DEL]	Cs3
501233010	Cca, Dial Prep	1	[DEL]	Cs3
501233010r	Cca, Dial Prep	1	[DEL]	Cs3 (Refurbished)
501233016	Cca, Dial Prep Ver 16	1	[DEL]	Cs3 Plus
501233016r	Cca, Dial Prep Ver 16	1	[DEL]	Cs3 Plus (Refurbished)
501234000	Ic, Eprom, Bh, Con, Ver 15	1	[DEL]	Cs3
501234016	Ic, Eprom, Bh, Con	1	[DEL]	Cs3 Plus
501235000	Who, Field, Config. Kit	1	[DEL]	Cs3
501238000	Ic, Eprom, Bh, Mon,Ver 15	1	[DEL]	Cs3
501238016	Ic, Eprom, Bh, Mon, Ver 16	1	[DEL]	Cs3 Plus
501243000	Ic, Eprom, Uf, Con, Ver 15	1	[DEL]	Cs3
501243016	Ic, Eprom, Uf, Con, Ver 16	1	[DEL]	Cs3 Plus
501244000	Ic, Eprom, Uf, Mon, Ver 15	1	[DEL]	Cs3
501244016	Ic, Eprom, Uf, Mon, Ver 16	1	[DEL]	Cs3 Plus
501245001	Cartridge, Pressure Test	1	[DEL]	Cs3 (Pressure Test Set A/V)
501246000	Kit, Ssr Screws	1	[DEL]	Cs3
501248000	Ic, Dpc,Ver-15, W/O Bicrt	1	[DEL]	Cs3
501249222	Connector, Transducer	2	[DEL]	Cs3
501251000	Motor, Blood Pump Door	1	[DEL]	Cs3(Sn 1000 And Above)

30

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501252201	Diaphragm, Chamber, Balance	2	[DEL]	Cs3
501253001	Housing, Chamber, Balance	1	[DEL]	Cs3, W/O Hall Sen,Val,Brt
501253001r	Housing, Chamber, Balance	1	[DEL]	Housing, Chamber, Balance
501254000	Regulator, Vacuum	1	[DEL]	Cs3,Cs3r
501255200	Screw, Panel Screw	10	[DEL]	Cs3
501258200	Cap, Chemical Jug	4	[DEL]	Cs3 (With Holes)
501259200	Rollers, Blood Pump	2	[DEL]	Cs3
501260000	Inductor, Flyback Converter	1	[DEL]	Cs3
501261000	Bracket, Dump Valve	1	[DEL]	Cs3
501262000	Transducer, By-Pass Tubing	1	[DEL]	Cs3
501264160	Option Prg Ver 16, Kit Retro	1	[DEL]	Cs3
501265001	Header, Guide Assy	1	[DEL]	Cs3(Early Models)
501266200	Label, Acid	10	[DEL]	Cs3
501267200	Label, Bicarb	10	[DEL]	Cs3
501268200	Label, Bicarb, Blue	10	[DEL]	Cs3
501270001	Door Assy, Bp	1	[DEL]	Cs3 (W/O Rotr,Motr, Linear Actr)
501272001	Cca, Bpm Interface	1	[DEL]	Bpm, Cs3
501272001r	Cca, Bpm Interface	1	[DEL]	Bpm, Cs3 (Refurbished)
501273000	Kit, Bpm Pump, Air	1	[DEL]	Bpm
501274000	Fitting, Luer, Female Ss Bp	1	[DEL]	Bpm
501275000	Tubing, W/Fittings, Bpm Cuff	1	[DEL]	Bpm
501278000	Ic, Dpm,Ver-15,W/O Bicart	1	[DEL]	Cs3
501282200	Cap, Gear Pump	3	[DEL]	Cs3
501283000	Holder, Bicart	1	[DEL]	Cs3
501284000	Ic, Dpc,W/Bicart	1	[DEL]	Cs3
501284016	Ic, Dpc,W/Bicart	1	[DEL]	Cs3 Plus
501285200	Tubing, Clamp	10	[DEL]	Who
501286000	Ic, Dpm,W/Bicart	1	[DEL]	Cs3
501286016	Ic, Dpm,W/Bicart	1	[DEL]	Cs3 Plus
501287000	Cca, Bicart	1	[DEL]	Cs3
501288000	Kit, Refurb Kit, Uf Pump	1	[DEL]	Cs3
501289000	Maint Kit Port Inlet Dp	1	[DEL]	Cs3

31

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501290200	Boot, Who	6	[DEL]	Who
501291200	Venturi, Who	2	[DEL]	Who
501300000	Valve Assy, Who Rinse Arm	1	[DEL]	Who
501301000	Port Assy, Bypass	1	[DEL]	Cs3
501302200	Connector, Bicart, 3/16”	4	[DEL]	Cs3(W/Luer, Pb)
501304000	Plate, Cavity, Gear Pump	1	[DEL]	Cs3
501309000	Kit, Esd Suppression	1	[DEL]	Cs3
501318000	Fuse, 6 Amp, Slo-Blo	10	[DEL]	Cs3
501321000	Plunger, Pull-Ring	1	[DEL]	Cs3
501322000	Log Book Equipment	1	[DEL]	All Equipment
501325000	Motor, Gear Pump	1	[DEL]	Cs3
501326200	Connector, Y, 3/16	4	[DEL]	Cs3
501336000	Kit, Filter Removal	1	[DEL]	Cs3
501337200	Module, Bh Cca Air Pump Drive	30	[DEL]	Cs3
501338000	Relay, Bld Handling Dr.	1	[DEL]	Cs3
501339000	Kit, Filter Removal	1	[DEL]	Cs3
501340000	Kit, Dia Multi Holder	1	[DEL]	Cs3 - Alpha Dialyzers
501341000	Crank, Ext. Blood Pump Crank	1	[DEL]	Cs3
501342000	Gasket, Bp Con P, Blank	1	[DEL]	Cs3
501343000	Skirt, Right Side	1	[DEL]	Cs3 (As Viewed From Frt Of Mach)
501344000	Skirt, Left Side	1	[DEL]	Cs3 (As Viewed From Frt Of Mach)
501345000	Connector, Hansen, Male	1	[DEL]	Cs3
501346000	Kit, Who Rinse Arm	1	[DEL]	Cs3
501348001	Motor Assy, Blood Pump Tes	1	[DEL]	Cs3
501348001r	Motor Assy, Blood Pump Tes	1	[DEL]	Cs3 (Refurbished)
501350100	Kit, Diode	1	[DEL]	Cs3
501350200	Ic, Serial Interface	2	[DEL]	Cs3
501351200	Kit, Ic, Battery Ram	2	[DEL]	Cs3 (Ver 14 And Above Only)
501352000	Kit, Stopcock Removal, Air	1	[DEL]	Cs3
501353000	Kit, Modification, Ufc Cca	1	[DEL]	Cs3 (Conts Blue Bld, Sftwr & Inst)
501355000	Kit, Bld Verification	1	[DEL]	Cs3

32

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501356000	Ic, Eprom, Uf Mon, Blu Bld	1	[DEL]	Cs3 (Needed With Blue Bld)
501357000	Kit, Bld Verification (Black)	1	[DEL]	Cs3(Black Bld)
501358000	Kit, Bld Verification (Blue)	1	[DEL]	Cs3(Blue Bld)
501360000	Kit, Power Brd. Modif.	1	[DEL]	Cs3
501361000	Switch Assy, Membrane	1	[DEL]	Cs3
501366000	Lubricant, Silicone	1	[DEL]	Cs3
501368000	Panel, A, Fluid Sys	1	[DEL]	Cs3(No Components)
501369000	Panel, B, Fluid Sys	1	[DEL]	Cs3(No Components)
501371002	Kit, Adaptor, Bleach Inject	1	[DEL]	Cs3
501373200	Kit, Retrofit Exp. Master	2	[DEL]	Cs3
501373400	Kit, Retrofit Exp. Master	10	[DEL]	Cs3
501374000	Cca, Expanded Master	1	[DEL]	Cs3
501374000r	Cca, Expanded Master	1	[DEL]	Cs3 (Refurbished)
501376200	Brush Cap, Bld Pump Mtr	4	[DEL]	Cs3
501400002	Clamp, Dual Line Clamp Assy	1	[DEL]	Cs3(Sns)Dual Line
501401001	Chamber Holder, Sns	1	[DEL]	Cs3(Sns)Dual Chamber Holder
501402000	Clip, Chamber Holder	1	[DEL]	Cs3(Sns) (Expansion Chamber)
501403030	Pm Kit, Cs3 Level 1	1	[DEL]	Cs3
501404030	Pm Kit, Cs3 Level 2	1	[DEL]	Cs3
501404030r	Pm Kit, Cs3 Level 2	1	[DEL]	Cs3 (Refurbished)
501414200	O-Ring, Column, Bicart	20	[DEL]	Cs3
501415200	Tubing, Bicart Arms	10	[DEL]	Cs3
501416200	Spring, Tubing Bicart	2	[DEL]	Cs3
501417000	Spike, Lower, Bicart	1	[DEL]	Cs3
501418000	O-Ring, Mount, Bicart	1	[DEL]	Cs3
501419000	Clip, Snap-Clip, Bicart	1	[DEL]	Cs3
501420001	Button, Blue, Bicart Arm	1	[DEL]	Cs3
501421000	Housing, Bicart	1	[DEL]	Cs3
501424001	Nipple, Bypass, Bi-Cart	1	[DEL]	Cs3
501425000	Spike, Upper, Bicart	1	[DEL]	Cs3
501427000	Bumper, Bi-Cart	1	[DEL]	Cs3

33

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501427200	Bumper, Bi-Cart	20	[DEL]	Cs3 (Multi-Pack)
501428000	Backplate, Bicart W/Nipple	1	[DEL]	Cs3
501429000	Backplate, Bicart W/O Nipple	1	[DEL]	Cs3
501430000	Kit, Pri To Vi Hp Hose	1	[DEL]	Cs3
501431000	Bicart Holder Hinge	1	[DEL]	Cs3
501438000	Cap Assy, 38mm, Actril 1gl Jug	1	[DEL]	Cs3 (Clear)
501439200	Label, Bicart Hl (32 Pr Sheet)	1	[DEL]	Cs3
501446200	Cap, Male Luer Lock, White	25	[DEL]	Cs3
501447010	Modified Bicarb Cal Instr	1	[DEL]	Cs3
501447200	Modified Bicarb Cal Kit	40	[DEL]	Cs3
501448001	Manual, Operator, C3+	1	[DEL]	Cs3 Plus
501449200	Tape, Teflon	2	[DEL]	Cs3
501459200	Clips, Canoe Bpm	8	[DEL]	Cs3
501469000	Kit, Rectus Plug	1	[DEL]	Cs3
501470003	Kit, Calibration Kit	1	[DEL]	Cs3
501471200	Decal, High Speed Bld Pump	5	[DEL]	Cs3
501476000	Container, 63mm Neck	1	[DEL]	Accessory
501479000	Kit, Bpm Cuff Converter	1	[DEL]	Cs3
501479200	Kit, Bpm Cuff Converter	25	[DEL]	Cs3
501480000	Fitting, Junction Fitting Bpm	1	[DEL]	Cs3, Blood Pressure Monitor
501481001	Valve, Check Valve, Bpm Tsted	1	[DEL]	Cs3
501482000	Velcro Strip, Cuff Holder	1	[DEL]	Cs3-Bpm Model
501483000	Holder, Cuff Holder, Bpm	1	[DEL]	Cs3-Bpm Model
501484200	Filter, Bp Pump	2	[DEL]	Cs3-Bpm Model
501485004	Blood Pressure Monitor Lv	1	[DEL]	Cs3
501485004r	Blood Pressure Monitor Lv	1	[DEL]	Cs3 (Refurbished)
501486000	Kit, Bpm Cuff Connector	1	[DEL]	Cs3
501486200	Kit, Bpm Cuff Connector	25	[DEL]	Cs3
501494000	Kit, Bpm Cuff Connector	1	[DEL]	Cs3
501500000	Kit, Uabd Test	1	[DEL]	Tool, Cs3
501510000	Cap, Bleach, 1 Gal Jug	1	[DEL]	Cs3 (Yellow)
501511000	Kit, 1c Kit, Dynamic Ram	1	[DEL]	Cs3
501528000	Support, Rear Shelf	1	[DEL]	Cs3
501532000	Switch, Membrane, Bicart	1	[DEL]	Cs3 W/Bicart
501533001	Regulator, Downstream	1	[DEL]	Cs3 W/Bicart
501534200	Elbow, 1/8 Barbed	10	[DEL]	Cs3 W/Bicart

34

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501543000	Kit, Bicart Tubg. Change	1	[DEL]	Cs3 W/Bicart
501544000	Panel, Overlay Acdr	1	[DEL]	Cs3
501545000	Panel, Front Overlay Blank	1	[DEL]	Cs3
501546016	Kit, Master Eproms	1	[DEL]	Cs3 Plus
501550000	Kit, Field Mod.Kit, Mon.Filt	1	[DEL]	Cs3 (Original Hydraulics)
501551001	Cca, Dialysate Prep Intrcn	1	[DEL]	Cs3
501551001r	Cca, Dialysate Prep Intrcn	1	[DEL]	Cs3 (Refurbished)
501552000	Regulator, Volt.Assembly	1	[DEL]	Cs3 (Gp2)
501553200	Kit, Ap Test Upgr, Bh, Cca	30	[DEL]	Cs3
501554000	Housing, Who Cs3	1	[DEL]	Cs3
501555000	Housing, Rinse Arm Assy	1	[DEL]	Cs3 Who
501555000r	Housing, Rinse Arm Assy	1	[DEL]	Cs3 Who (Refurbished)
501556200	Rings, Who Rinse Arm Valve	6	[DEL]	Cs3
501557200	O-Ring, Who Rinse Arm, Valve	6	[DEL]	Cs3
501560000	Kit, Xtra Str Disinf Ver 15.5	1	[DEL]	Cs3
501561000	Kit, Xtra Str Disinf Ver 15.5	1	[DEL]	Cs3
501570200	Software, Bpm	5	[DEL]	Cs3
501584200	Cap, 38mm 1 Gal Jug	10	[DEL]	Cs3
501602001	Transformer Assy	1	[DEL]	Cs3
501603006	Cca, Power Board Cca	1	[DEL]	Cs3, Repack
501603006r	Cca, Power Board Cca	1	[DEL]	Cs3, Repack (Refurbished)
501604000	Bracket, Mntng, Bicarb Pump	1	[DEL]	Cs3
501605000	Bracket, Diaphragm Pump	1	[DEL]	Cs3
501606000	Base, Uf Pump	1	[DEL]	Cs3,Cs3r (Ultrafiltration)
501607000	Balance Chamber Assy	1	[DEL]	Cs3r (Repackaged Version Only)
501607000r	Balance Chamber Assy	1	[DEL]	Cs3r (Refurbished Repacked Ver)
501608000	Cca, Hall Effect.	1	[DEL]	Cs3
501609000	Valve, Solenoid, 2-Way, Nc	1	[DEL]	Cs3
501609000r	Valve, Solenoid, 2-Way, Nc	1	[DEL]	Cs3 (Refurbished)

35

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501610001	Condo Cell W/Therm.	1	[DEL]	Cs3,Cs3r (W/Therm (Mc1,Cc2,Mc2)
501611001	Valve Assy, Bypass, 3-Way	1	[DEL]	Cs3,Cs3r(Solenoid)- Ord Brkts Sep
501612002	Air, Sep, Assy	1	[DEL]	Cs3,Cs3r
501612002r	Air, Sep, Assy	1	[DEL]	Cs3,Cs3r (Refurbished)
501613000	Pump, Gear Pump	1	[DEL]	Cs3,Cs3r
501614000	Pump, Gear, Burned In	1	[DEL]	Cs3, Gp1-Version 9-11 Only
501615000	Pump, Diaph. Acid, A/C/Bicarb	1	[DEL]	Cs3,Cs3r(Acid/ Acetate/Bicarb)
501615000r	Pump, Diaph. Acid, A/C/Bicarb	1	[DEL]	Cs3,Cs3r (Refurbished)
501616000	Bracket, Mntng, Bypass Valve	1	[DEL]	Cs3
501617000	Pump, Diaphragm, Uf	1	[DEL]	Cs3,Cs3r (Ultrafiltration)
501617000r	Pump, Diaphragm, Uf	1	[DEL]	Cs3,Cs3r (Refurbished)
501617016	Pump, Uf (Nonthermal Fuse)	1	[DEL]	Cs3 Plus
501617016r	Pump, Uf (Nonthermal Fuse)	1	[DEL]	Cs3 Plus (Refurbished)
501621001	Condo Cell W/O Therm.	1	[DEL]	Cs3,Cs3r (Cc1)
501623001	Cable, Ribbon Communication	1	[DEL]	Cs3r (Communications)
501628016	Motor, Gp1 &2, Cs3+	1	[DEL]	Cs3 Plus
501630000	Panel, Back	1	[DEL]	Cs3
501631000	Panel, Right Side	1	[DEL]	Cs3
501632000	Panel, Left Side	1	[DEL]	Cs3
501701000	Harness, Dc Power, Replc.	1	[DEL]	Cs3 (Repack)
501702000	Harness, Ac Power, Replc.	1	[DEL]	Cs3 (Repack)
501703000	Capacitor, 8med, 660vac	1	[DEL]	Cs3
501704000	Cable, Clamps, Repack	1	[DEL]	Cs3 (Repack)
501705000	Connector, 10 Pole Socket	1	[DEL]	Cs3
501706000	Connector, 10 Pole Plug	1	[DEL]	Cs3
501707000	Rf Cap/Term.Block Assy.	1	[DEL]	Cs3 (Repack)
501708000	Restrictor Assy	1	[DEL]	Cs3 (Diaphragm) 470hm, 50w, Rpk.

36

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501709200	Seal, Sample Port	6	[DEL]	Cs3
501710000	Cable, Heater Power, Rpk.	1	[DEL]	Cs3
501711200	Fitting, Pres, Xducer	6	[DEL]	Cs3
501712000	Power Adapter, Lv	1	[DEL]	Cs3
501715200	O-Ring, Dialyzer Connector	10	[DEL]	Cs3 (Silicone)
501716200	O-Ring, Dialyzer Connector	10	[DEL]	Cs3 (Viton)
501717200	Fitting, Swivel, Fltr Hs	4	[DEL]	Cs3 (158 Micron Filter Housing)
501719000	Float, Retaining Disc	1	[DEL]	Cs3
501720200	Elbow, M 1/8’ Npt X Barb	4	[DEL]	Cs3
501721200	Kit, Gnd Strap Kit	4	[DEL]	Cs3 Repack
501722000	Cover, Top	1	[DEL]	Cs3
501723000	Holder, Plate Dial Hldr	1	[DEL]	Cs3
501726200	Elbow, 3/16 Inch Barb X 1/8	4	[DEL]	Cs3
501727200	Elbow, 1/4 Inch Barb X 1/8	4	[DEL]	Cs3
501731000	Blood Pres Monitor, Re-Work Kit	1	[DEL]	Bpm
501731200	Blood Pres Monitor, Re-Work Kit	10	[DEL]	Bpm
501740000	Connector, Dialyzer (Red)	1	[DEL]	Cs3
501740200	Connector, Dialyzer (Red)	10	[DEL]	Cs3
501741000	Connector, Dialyzer (Blue)	1	[DEL]	Cs3
501741200	Connector, Dialyzer (Blue)	10	[DEL]	Cs3
501752000	Kit, Cam, Clamp Assy	1	[DEL]	Cs3
501752200	Kit, Cam, Clamp Assy	10	[DEL]	Cs3
501753000	Clamp Assy, Blood Tubing	1	[DEL]	Cs3(4 Position Line Clamp)
501753200	Clamp Assy, Blood Tubing	10	[DEL]	Cs3(4 Position Line Clamp)
501760200	Nose Occluding, Line	1	[DEL]	Cs3
501761200	Adapter, 10cc Syringe	4	[DEL]	Cs3
501762000	Standoff, A/V, W/Nose	1	[DEL]	Cs3
501763000	Base, Clamp, Snc	1	[DEL]	Cs3
501764000	Cap, Anvil Plate, Snc, 38mm	1	[DEL]	Cs3
501780000	Tool, 065 To 095 Go/No Go	1	[DEL]	Tool
501800000	Tubing, Who Heat Shrink 36	1	[DEL]	Who (36””,Clear)
501801000	Bracket, Heat Exchng	1	[DEL]	Cs3 (Original Hydraulics)
501802001	Pole, Iv	1	[DEL]	Cs3
501803200	Tubing, Uf Pump, Tygon	5	[DEL]	Cs3 (5—4”” Sections)

37

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501804200	Mount, Thermistor Cell	4	[DEL]	Cs3
501805000	Harness, Dc Power Dist.	1	[DEL]	Cs3 (Original Hydraulics)
501806000	Harness, Ac Power	1	[DEL]	Cs3 (Original Hydraulics)
501807000	Cable, Ribbon, Bhc Panel	1	[DEL]	Cs3
501808000	Cable, Ribbon, Bh Driver	1	[DEL]	Cs3
501811000	Cap, Mixing, H/D	1	[DEL]	Cs3
501812000	Ic, Master Pia, 68a21	1	[DEL]	Cs3
501813001	Ic, Mast, Exp, U20, Con, Pld	1	[DEL]	Cs3
501814001	Ic, Mas, Exp, U53, Mon, Pld	1	[DEL]	Cs3
501815000	Ic, Mas. 6803 Processor	1	[DEL]	Cs3
501816000	Ic, Bh/Uf Inst.Amp	1	[DEL]	Cs3
501818000	Ic, Dpc,Ver.14 W/O Bicart	1	[DEL]	Cs3
501819000	Ic, Dpm,Ver.14,W/O Bicart	1	[DEL]	Cs3
501820000	Ic, Eprom, Uf, Con, Ver 14	1	[DEL]	Cs3
501821000	Ic, Eprom, Uf, Mon, Ver 14	1	[DEL]	Cs3
501822000	Ic, Eprom, Bh, Con, Ver,14	1	[DEL]	Cs3
501824000	Ic, Master Control, U15,Ver 14	1	[DEL]	Cs3
501825000	Ic, Master Control, U17,Ver 14	1	[DEL]	Cs3
501826000	Ic, Mas, Mon, U57, Ver 14	1	[DEL]	Cs3
501827000	Ic, Mas, Mon, U58, Ver 14	1	[DEL]	Cs3
501852200	Bushing, Drainline, Feedthr	5	[DEL]	Cs3
501853000	Bezel, Master Panel	1	[DEL]	Cs3
501854000	Gasket, Master Crt Bezel	1	[DEL]	Cs3
501855200	Cap, End, W/O Nipple	5	[DEL]	Cs3
501856200	Cap, End, With Nipple	10	[DEL]	Cs3
501857200	Restrictor Set	5	[DEL]	Cs3 W/Who
501859000	Panel, Acdr, With Overlay	1	[DEL]	Cs3
501860000	Clamp, Blood Pump Motor	1	[DEL]	Cs3
501860016	Cable, Uf Pump	1	[DEL]	Cs3 Plus
501861200	Screw, Nylon,Bh Cca	10	[DEL]	Cs3
501862200	O-Ring, Prv Locking	10	[DEL]	Cs3
501863200	Tubing, Uf Drip Tray 5/16	6	[DEL]	Cs3
501864200	Tubing, 1/8 Id Tygon	9	[DEL]	Cs3
501865016	Top Assy Hd Chamber	1	[DEL]	Cs3
501865016r	Top Assy Hd Chamber	1	[DEL]	Cs3 (Refurbished)

38

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501865200	Kit, Tubing, Air Pump	4	[DEL]	Cs3
501866200	Kit, Upgrade Kit, Bhcca	30	[DEL]	Cs3(30 Machines)
501867200	Fitting, 1/16 X 3/16	10	[DEL]	Cs3
501868000	Shield, Pwr, Sup, Splash	1	[DEL]	Cs3
501869000	Lamp, Neon	1	[DEL]	Cs3
501870000	Power Adapter Assy, Lv	1	[DEL]	Cs3
501872200	O-Ring, Heater Element	10	[DEL]	Cs3
501874200	Valve, Air Pump Burron	4	[DEL]	Cs3
501875200	Valve, Air Pmp Bleeder	4	[DEL]	Cs3
501876000	Kit, Fitting Kit, Air Pump	1	[DEL]	Cs3
501877200	Plug, A/V Xducer Plug W/Nut	4	[DEL]	Cs3
501879200	Spring, A/V Cart Clamp	4	[DEL]	Cs3
501880000	Plate, B.C. Mount, Bracket	1	[DEL]	Cs3
501881000	Terminal Block, Heater	1	[DEL]	Cs3
501882200	Clamp, Acdr Inlet Hose	10	[DEL]	Cs3
501884200	Label, Acetate	10	[DEL]	Cs3
501884205	Label, Acetate, White	10	[DEL]	Cs3
501885200	Label, Bleach	10	[DEL]	Cs3
501886200	Label, Disinfect	10	[DEL]	Cs3
501888000	Gasket, Master Ctrl Panel	2	[DEL]	Cs3
501889000	Ic, Bp Disp Pan Driver	1	[DEL]	Cs3
501890000	Display, 7-Seg, Bh	1	[DEL]	Cs3, Control Panel
501892000	Button, Heparin Syringe	1	[DEL]	Cs3
501894200	Bracket, Bal. Cham. Mount	4	[DEL]	Cs3
501895200	Clip, Wire	10	[DEL]	Cs3
501897200	Screw, Thumb W/Spacer	4	[DEL]	Cs3
501899000	Plate, Base Mounting	1	[DEL]	Cs3
501900155	Ic, Master Control C-Net V15.5	1	[DEL]	Cs3
501900156	Ic, Master Control C-Net V15.6	1	[DEL]	Cs3
501900200	Block, Terminal, 3 Pin	2	[DEL]	Cs3
501901000	Cap, Air Separator	1	[DEL]	Cs3
501902200	Bushing, Drp Tray Drain	10	[DEL]	Cs3
501903000	Connector, 6 Pin Buchan	1	[DEL]	Cs3
501904000	Connector, 5 Pin Buchan	1	[DEL]	Cs3
501907001	Kit, Opt Switch Upgrade	1	[DEL]	Cs3
501908200	O-Ring, Diap. Pump Ports	16	[DEL]	Cs3 (2 Pumps)

39

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
501915000	Switch, Opt(Wide) Retrofit	1	[DEL]	Cs3
501916000	Switch, Opt (Wide), Kit	1	[DEL]	Cs3
501920200	Mounting Support, Uabd	2	[DEL]	Cs3
501921200	Fitting, Elbow 3/16 Barbed	6	[DEL]	Cs3
501924000	Line Clamp, Venous	1	[DEL]	Cs3
501924000r	Line Clamp, Venous	1	[DEL]	Cs3 (Refurbished)
501925001	Video, Who	1	[DEL]	Cs3
501941200	Shield, Flexible, Bicart Hldr	4	[DEL]	Cs3
501942200	Spring, Tube Hldr, Bicart Hldr	8	[DEL]	Cs3
501978000	Switch, Flow, 125 Cc/Min	1	[DEL]	Cs3 (Fs4)
501983200	Connector, Ppl,.25tb X .25mpt	4	[DEL]	Cs3
501984200	Connector, Ppl,.38tb X .50mpt	4	[DEL]	Cs3
501985200	Connector, Ppl,.38tb X .38mpt	4	[DEL]	Cs3
501986200	Connector, Ppl,.38tb X .50fpt	4	[DEL]	Cs3
501987200	Connector, Ppl,.38tb X .25fpt	4	[DEL]	Cs3
501988200	Connector, Ppl,.50tb X .38mpt	4	[DEL]	Cs3
501989200	Connector, Ppl,.50tb X .50mpt	4	[DEL]	Cs3
501990200	Connector, Ppl,.25tb X .25fpt	4	[DEL]	Cs3
501991200	Connector, Ppl,.50tb X .25mpt	4	[DEL]	Cs3
501992200	Elbow, 90, Ppl,.25pt X .25m	4	[DEL]	Cs3
501993200	Elbow, 90, Ppl, 38tb X .38m	4	[DEL]	Cs3
501994200	Elbow, 90, Ppl, 38tb X .25m	4	[DEL]	Cs3
501995200	Elbow, 90, Ppl,.50tb X .38m	4	[DEL]	Cs3
501996200	Elbow, 90, Ppl,.25tb X .12m	4	[DEL]	Cs3
501997200	Elbow, 90, Ppl,.50tb X .50m	4	[DEL]	Cs3
501998200	Elbow, 90, Ppl,.25tb X .25m	4	[DEL]	Cs3
502053000	Cable Assy, J203-J232	1	[DEL]	Cs3
502054000	Cable Assy, Air Pump	1	[DEL]	Cs3
502060200	Grill, Fan	4	[DEL]	Cs3
502061000	Cover, Lwr Flap Bicart	1	[DEL]	Cs3
502062000	Faceplate, Top Latch	1	[DEL]	Cs3
502063000	Housing, Lower Bicart	1	[DEL]	Cs3
502064000	Housing, Upper Bicart	1	[DEL]	Cs3
502067000	Cable, Vsi Communications	1	[DEL]	Vsi
502068000	Cable Assy, Vsi P.C. Cable Assy	1	[DEL]	Vsi
502069000	Power Connection Assy	1	[DEL]	Cs3
502070000	Adapter, Y Power Cable Assy	1	[DEL]	Cs3

40

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
502110001	Manual, Clean & Disinfect	1	[DEL]	Cs3
502210000	Bypass Block Clamp	1	[DEL]	Cs3
502250000	Cylinder Grad. 1000 Ml	1	[DEL]	Tool
502313000	Support, Rear Shelf	1	[DEL]	Cs3
502422200	Tubing, Tyg. Tub. Uf Pmp, Rep	10	[DEL]	Cs3
502442200	Mount, Hard Bhd Cca	16	[DEL]	Cs3
502512000	Plate, Balance Chamber	1	[DEL]	Cs3 (Repack) Mounting Plate
502513200	Fitting, Y 3/16 X 3/16 X3/16	4	[DEL]	Cs3
502514000	Cable, Ribbon Signal, Bpm	1	[DEL]	Cs3
502515000	Cable, Power, Bpm	1	[DEL]	Cs3
502516200	O-Ring, Washer Ss, Bh	8	[DEL]	Cs3
502522000	Kit, Card Guide	1	[DEL]	Cs3
502524000	Cable, Bicart	1	[DEL]	Cs3 (Bicart Cca To Molex)
502525000	Cable, Bicart	1	[DEL]	Cs3 (Molex To Dp Inter)
502527000	Cable, Heparin Pump	1	[DEL]	Cs3
502551000	Transformer	1	[DEL]	Cs3(Orginal Hydraulics)
502601200	Label, Who Housing	5	[DEL]	Cs3
502602200	Label, Who Pm	5	[DEL]	Cs3
502902200	Spring, Bicart Push Button	2	[DEL]	Cs3
502905200	Spring, Who Rinse Arm	2	[DEL]	Cs3
504040200	Plunger Rinse Port, (Sm)	10	[DEL]	Cs3
504043000	Shield, Uf/Dp Cca Brkt	1	[DEL]	Cs3
504084200	Nipple, Lower Bicart	5	[DEL]	Cs3
504422200	O-Ring, Bp Rotor	8	[DEL]	Cs3
504440200	Fitting, Male Luer	10	[DEL]	Cs3
504442200	Clip, Spring, Exp, Chamber	2	[DEL]	Cs3
504443200	Screw, Hex,1/4 20 X 1/2	10	[DEL]	Cs3
504444200	Washer, Flat, 1/4”	25	[DEL]	Cs3
504445200	Connector, Bicarb, Male	4	[DEL]	Cs3(Blue W/ Oring)
504904200	Plunger Rinse Port	10	[DEL]	Cs3
504905200	Connector, Acid, Male	4	[DEL]	Cs3(Red, W- Oring)
504906200	Fitting, Vingar Bottle	4	[DEL]	Cs3
504910200	Clamp, Conn. Frt, Pnl, Red	4	[DEL]	Cs3

41

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
504911200	Clamp, Conn. Frt, Pnl, White	4	[DEL]	Cs3
504912200	Clamp, Conn. Frt, Pnl, Blue	4	[DEL]	Cs3
504913200	Connector, Acetate, Male	4	[DEL]	Cs3(White, W-Oring)
504914200	Plug, Poly, Water Sup Hs	6	[DEL]	Cs3
505100054	Bracket Assy, Prv4 & Prv5	1	[DEL]	Cs3
512000160	Kit, Opts Prog Ver 16	1	[DEL]	Cs3
512001001	Kit, Cnet Test	1	[DEL]	Cnet, Test Set, Complete
512002000	Cable, Ext. Cnet	1	[DEL]	Cnet
512003000	Simulator, Cnet	1	[DEL]	Cnet
512004000	Receiver, Cnet, Test Set	1	[DEL]	Cnet
512005000	Driver, Cnet	1	[DEL]	Cnet, Test Set
512006001	Ifu, Cnet Tester	1	[DEL]	Cnet
512007000	Adapter, Null-Modem Rs485	1	[DEL]	Cnet

42

PRISMA SPARE PARTS

Purchaser’s price for Prisma Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
6041057	Hook, Double, Scale Prisma	1	[DEL]	Prisma
6968994	Illustrated Parts List	1	[DEL]	Prisma
6969299	Cca, Detector	1	[DEL]	Prisma
6969307	Cca, Power Distribution	1	[DEL]	Prisma
6969315	Cca, Monitor	1	[DEL]	Prisma
6969323	Cca, Driver	1	[DEL]	Prisma
6969331	Analog, Cca	1	[DEL]	Prisma
6969349	Cca, Controller	1	[DEL]	Prisma
6969356	Cca, Arps	1	[DEL]	Prisma
6969497	Overlay Prisma English	1	[DEL]	Prisma
6970321	Transducer, Presseru Arps	1	[DEL]	Prisma
6970339	Cover, Scale	1	[DEL]	Prisma
6970347	Pump, Roller Assm, Air	1	[DEL]	Prisma
6970354	Hardware, Air Pump Roller	1	[DEL]	Prisma
6970461	Cd, Service Manual, V3.05	1	[DEL]	Prisma
6970479	Cd, Operator Manual, V3.05	1	[DEL]	Prisma
6970495	Label, Tpe Option	10	[DEL]	Prisma
6970529	Clamp, Power Cord 115v	1	[DEL]	Prisma
6970537	Power Connector Kit, Filtered	1	[DEL]	Prisma
6970669	Manual, Operator, Ro2.14, Prisma	1	[DEL]	Prisma
6970677	Label, Warning Kit	1	[DEL]	Prisma
6970685	Addendum, Ops 2.13 Or 3.03	1	[DEL]	Prisma
6970883	Manual, Service	1	[DEL]	Prisma
6971063	Uabd Transducer Assy	1	[DEL]	Prisma
6971410	Scale Assy	1	[DEL]	Prisma
6971428	Harness, Pwr, Ana-Scale	1	[DEL]	Prisma
6971717	Manual, Service, V3.04/3.05 Tpe	1	[DEL]	Prisma
6972145	Software, R02_15_A	1	[DEL]	Prisma
6972178	Software, R02_15_A3	1	[DEL]	Prisma
6972186	Label, Warning Kit	1	[DEL]	Prisma
6972244	Software, Upgrade R2.14a To R2.15a	1	[DEL]	Prisma
6974265	Manual, Operator, Addendum	1	[DEL]	Prisma
6975056	Seals, Pressure Pod	6	[DEL]	Prisma
6975064	Pm Kit, Prisma	1	[DEL]	Prisma
018089000	Base Assy, Prisma	1	[DEL]	Prisma

43

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
018089100	Column, Prisma	1	[DEL]	Prisma
588001002	Rotor Assy, Prisma	1	[DEL]	Prisma
588008000	Motor Assembly, Prisma	1	[DEL]	Prisma
588009001	Linear Actuator, Prisma	1	[DEL]	Prisma
588010659	Software Ver.R02_13_A1	1	[DEL]	Prisma
588010660	Software Ver.R02_13_A2	1	[DEL]	Prisma
588010661	Software Ver.Ro2_13_A3	1	[DEL]	Prisma
588010662	Software Ver.R02_13_A	1	[DEL]	Prisma
588011001	Heparin Pump Assy, Prisma	1	[DEL]	Prisma
588013000	Heparin Pump Motor Assy,Prisma	1	[DEL]	Prisma
588018000	Blood Leak Detector Assembly	1	[DEL]	Prisma
588026000	Cca, Rotor Switch	1	[DEL]	Prisma
588032000	Bracket, Arps Mounting	1	[DEL]	Prisma
588033000	Base, Arps Mounting	1	[DEL]	Prisma
588035000	Speaker Assy, Prisma	1	[DEL]	Prisma
588036000	Fan Assy, Prisma	1	[DEL]	Prisma
588060000	Pressure Pod Assembly	1	[DEL]	Prisma
588065000	Motor Assembly, Arps	1	[DEL]	Prisma
588100000	Harness, Pwr Supply	1	[DEL]	Prisma
588101000	Harness, Pwr, Hour Mtr	1	[DEL]	Prisma
588102000	Harness, Pwr, Montor	1	[DEL]	Prisma
588103000	Harness, Pwr, Analog	1	[DEL]	Prisma
588104000	Harness, Pwr, Driver	1	[DEL]	Prisma
588105000	Harness, Signal, Controller	1	[DEL]	Prisma
588106000	Harness, Signal, Analog	1	[DEL]	Prisma
588107001	Harness, Driver Signal	1	[DEL]	Prisma
588108000	Harness, Signal, Pwr Fail	1	[DEL]	Prisma
588109000	Harness, Signal, Display	1	[DEL]	Prisma
588110000	Harness, Power, Clamp	1	[DEL]	Prisma
588111000	Harness, Signal, Clamp	1	[DEL]	Prisma
588112000	Caster, 3” Dia, Non-Locking	1	[DEL]	Prisma
588113000	Caster, 3” Dia, Locking	1	[DEL]	Prisma
588114002	Power Supply Assy Prisma	1	[DEL]	Prisma
588115000	Display, Electrolum	1	[DEL]	Prisma
588116000	Switch, Touchscreen	1	[DEL]	Prisma
588117000	Overlay, Touchscreen	1	[DEL]	Prisma
588118001	Scale Calibration Weight, Kit	1	[DEL]	Prisma
588119000	Shelf, Calibration Weight	1	[DEL]	Prisma

44

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
588120000	Hook, Scale	1	[DEL]	Prisma
588121000	Harness, Signal, Touchscreen	1	[DEL]	Prisma
588122200	Thumbscrew, Nyl, 6-32	10	[DEL]	Prisma
588123600	Label, Scale, Set	1	[DEL]	Prisma
588124000	Tool, Cca Removal	1	[DEL]	Prisma
588125000	Test Pressure Pod Assy	4	[DEL]	Prisma
588126000	Ic, Xilinx, Fpga, Xc303op-C8	1	[DEL]	Prisma
588127000	Ic, Xilinx, Xc1765dp	1	[DEL]	Prisma
588127100	Ic, Prom, Serial Conf.	1	[DEL]	Prisma
588129000	Ic, Epld, Decode	1	[DEL]	Prisma
588130600	Connector, Tubing Kit	1	[DEL]	Prisma
588131000	Ic, Ser/Par Port 16c552	1	[DEL]	Prisma
588133000	Ic, Prom, Motor	1	[DEL]	Prisma
588134000	Ic, Microproc, 80c188	1	[DEL]	Prisma
588135200	Clip, Tubing, 3/16	10	[DEL]	Prisma
588136200	Label, Mfg, Prisma	10	[DEL]	Prisma
588137100	Power Cord, Domestic Pris	1	[DEL]	Prisma
588137200	Clamp, Cord Kit	1	[DEL]	Prisma
588138000	Harness, Detector ,Power	1	[DEL]	Prisma
588139200	Tubing, Arps Pump Header	5	[DEL]	Prisma
588142001	Ic, 120ons1386ram	1	[DEL]	Prisma
588143000	Sram 62256, 120	1	[DEL]	Prisma
588144000	Grommet, Edge, Prisma	1	[DEL]	Prisma
588145200	Tubing, Arps,.031id,12”	10	[DEL]	Prisma
588146000	Return Pinch Valve Assy	1	[DEL]	Prisma
588147000	Switch Syrnge Pump Eot	1	[DEL]	Prisma
588149000	Latching Carriage Plate A	1	[DEL]	Prisma
588149600	Fpga Spares Kit	1	[DEL]	Prisma
588150000	Loader Bearing Assy	1	[DEL]	Prisma
588151000	Harness, Signal, Detector	1	[DEL]	Prisma
588152000	Connector, Primary Power	1	[DEL]	Prisma
588153000	Harness, Signal, Pressure	1	[DEL]	Prisma
588155000	Harness, Power, Arps	1	[DEL]	Prisma
588156000	Harness, Signal, Arps	1	[DEL]	Prisma
588157000	Harness, Powerj1-J4	1	[DEL]	Prisma
588158000	Clamp, Power Cord Domestic	1	[DEL]	Prisma
588159000	Harness, Powerj2-J5	1	[DEL]	Prisma
588160000	Pump Housing	1	[DEL]	Prisma

45

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
588161200	Seal, Pump	4	[DEL]	Prisma
588162200	O-Ring, Pump Shaft	4	[DEL]	Prisma
588165000	Emc Mod Kit, Prisma	1	[DEL]	Prisma
588166000	Rotor Wrench Prisma	1	[DEL]	Prisma
588169000	Container, Prisma Field Shippin	1	[DEL]	Prisma
588450100	Tape, Copper Foil, 1.75 Wi	1	[DEL]	Prisma
588460000	Guide, Rs232 Programmers	1	[DEL]	Prisma
500577200	Fastner Kit, Front Panel	2	[DEL]	Prisma
504727000	Retainer Assy, Door W/Bushing	1	[DEL]	Prisma

WATER PURIFICATION PRODUCTS

Product No.	Description	UOM	Pkg Qty	Each Price	Extended Price
WT6168000	BB Filter Kit, 20” w/Activated Carbon	EA	1	[DEL]	[DEL]
				[DEL]	[DEL]
WT6178000	Carbon Tank, 6 x 18	EA	1	[DEL]	[DEL]
WT6177501	Prefilter Kit for WRO 95	EA	1	[DEL]	[DEL]
WTWROGAUGEKIT	Pretreatment Gauge Kit, WRO95	EA	1	[DEL]	[DEL]
WT6177700	Filter Kit, 5 Micron	EA	1	[DEL]	[DEL]
WT6179600	Pressure Regulator Kit, WRO95	EA	1	[DEL]	[DEL]
WT6161505	Cart for WRO95 Stainless Steel	EA	1	[DEL]	[DEL]
				[DEL]	[DEL]
WT15500203	Filter, 9 3/4” Pac/Cellulose	EA	1	[DEL]	[DEL]
WT15510903	Gac Filter 10”	EA	1	[DEL]	[DEL]
WT15515303	Filter, 10” Bb Gac (Bituminous)	EA	1	[DEL]	[DEL]
WT15515503	Filter, Cc-10 Gac Carbon Petr	EA	1	[DEL]	[DEL]
WT15516243	Filter, .5 Mic, 9 3/4” Cbc-10	EA	1	[DEL]	[DEL]
WT15524903	Filter 20” BB GAC	EA	7	[DEL]	[DEL]
WT15535743	Filter 10” Bb 50/5 Micron	EA	1	[DEL]	[DEL]
WT15535843	Filter Bb 50/5 Mic 20” D/P	EA	1	[DEL]	[DEL]
WT15541103	Filter 10” Bb Granular Carb	EA	1	[DEL]	[DEL]
WT50107	Filter, .05 Mic, 10” E/P 119-Fin	EA	1	[DEL]	[DEL]
WT50208	Filter, .05mic, 20”, E/P, 119fin	EA	1	[DEL]	[DEL]
WT811900	Chlorine Reagent Test Strips	EA		[DEL]	[DEL]
WT811902	DPD Chlorine Test Strip W/Colorwheel	EA		[DEL]	[DEL]
WT811903	Dpd Chlorine Test Kit Refills	EA		[DEL]	[DEL]

46

Product No.	Description	UOM	Pkg Qty	Each Price	Extended Price
WT811905	Residual Peroxide Reagent Test Strips	EA		[DEL]	[DEL]
WT811906	Peracetic Acid Reagent Test Strips	EA		[DEL]	[DEL]
WT811909	Feed Water/Rinse Water Reagent Test Strips	EA		[DEL]	[DEL]
WTFCO18B	Micron Filter .2 MIC 5”	EA	1	[DEL]	[DEL]
WTFP0210E	Filter, .2 Mic, 10”	EA	1	[DEL]	[DEL]
WTFP0220E	Filter, .2 Mic, 20”	EA	1	[DEL]	[DEL]
WTFPN021CGS	Filter, .2 Micron, 10”, Vent	EA	1	[DEL]	[DEL]
WTGX0530	Sediment Filter	EA	1	[DEL]	[DEL]
WTOS1229398	Membrane Element, [DELETED]	EA	1	[DEL]	[DEL]
WTP0005PR2	Filter, .5 Mic, Bag	EA	1	[DEL]	[DEL]
WTP0050PR2	Filter, 5 Mic, Bag	EA	1	[DEL]	[DEL]
WTS7625	Filter,10” Pcf1-10 Mb Fda Di	EA	1	[DEL]	[DEL]
WTWP5BB97P	Filter, 5 Mic, 10”, Wound Poly	EA	1	[DEL]	[DEL]
WTWPX10BB97P	Filter,10 Mic,10” Wound Poly	EA	1	[DEL]	[DEL]
WT811912	Chlorine Control Tablets	BX	50	[DEL]	[DEL]
WT811911	Test Kit, Hardness Low Range	BX	300	[DEL]	[DEL]
WT15530943	Filter, 20” Slimline CBC	EA	1	[DEL]	[DEL]
WT811913	Peroxide Control Tablets	BX	50	[DEL]	[DEL]
WTTBC5A20	Filter 5 Mic 20” Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A10	Filter 5 Mic 10” Spun Poly	EA	1	[DEL]	[DEL]
WT15500243	FILTER, 9 3.4”, PAC/CELLULOSE	EA	1	[DEL]	[DEL]
WTTBC1A20	Filter 1 Mic 20” Spun Poly	EA	1	[DEL]	[DEL]
WTTB5A200608	Filter 5 Mic 20” Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A30	Filter 5 Mic 30” Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A99	Filter 5 Mic 9 7.8”	EA	1	[DEL]	[DEL]
WT7002502A020SPD	Filter Zetapor 20” 222 Flat	EA	1	[DEL]	[DEL]
WT7000301A020SPD	Filter, Zetapor, 10” 222, Fin	EA	1	[DEL]	[DEL]
WT7002501A020SPD	Filter Zetapor 10” 222, Flat	EA	1	[DEL]	[DEL]
WTFC15517043	Filter, 10”, Bb, Cbc	EA	1	[DEL]	[DEL]
WT811916	Stericheck Bicarb PH Test Strip	CS		[DEL]	[DEL]
WTFCR0F2020	Filter 0” DOE 20 Micron	EA	1	[DEL]	[DEL]
WTFCWN020S2	Filter 20” 222 0.2 micron	EA	1	[DEL]	[DEL]
WTFCWN120S2	Filter 20” 119 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCR002001	Filter 20” 222 1 Micron	EA	1	[DEL]	[DEL]
WTFCWN010S2	Filter 10” 222 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCR0N0901	Filter 10” DOE 1 Micron	EA	1	[DEL]	[DEL]
WTFCWNF09S2	Filter 10” DOE 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCWNF10S2	Filter 10” DOE 0.2 Micron	EA	1	[DEL]	[DEL]
WT01425125975	Filter, Cbc, Bb, 9.75”, +1	EA	1	[DEL]	[DEL]

47

Product No.	Description	UOM	Pkg Qty	Each Price	Extended Price
WT0125012520	Filter, Cbc, 20”, Matrikx +1	EA	1	[DEL]	[DEL]
107364	WRO-300*	EA	1	[DEL]	[DEL]
WT6183000	Cart (w/op storage box)	EA	1	[DEL]	[DEL]
WT6187000	Pre-treatment Kit	EA	1	[DEL]	[DEL]
WT01425125975	Replacement filter cartridge	EA	1	[DEL]	[DEL]
WT6182000	Locking storage box	EA	1	[DEL]	[DEL]
WT6182800	Lock-box replacement key	EA	1	[DEL]	[DEL]
WT6178000	Carbon Tank 6 x 8	EA	1	[DEL]	[DEL]
WT6179600	Pressure regulator kit	EA	1	[DEL]	[DEL]
WTWROGAUGEKIT	Pressure gauge kit	EA	1	[DEL]	[DEL]
WTHCEN12073	Service Manual	EA	1	[DEL]	[DEL]
WTHCEN9939	Operator’s Manual	EA	1	Included	included

* The WRO-300 is shipped with a user’s manual, laminated user help cards and a user training video

Because central water systems must be designed to meet the individual requirements of each clinic and its particular architectural design and water quality, each central water treatment system must be priced for the specific installation. The parties have developed models involving a component checklist and a sizing sheet to be used in conjunction with a water system component price list from a spreadsheet to automatically calculate the cost of a specific installation for each of the [DELETED] and [DELETED] systems. The parties hereby acknowledge delivery and receipt of the documents titled “DaVita Component and Water System Pricing”, dated October 3, 2005 for the [DELETED] system, and “DaVita Component and Water System Pricing”, dated October 3, 2005 for the [DELETED] system, and agree that the water component price lists set forth on such documents set forth the prices to be charged by Supplier under this Agreement in conjunction with the installation of central water treatment systems (without constituting specifications for any particular installation).

WATER SYSTEM SPARE PARTS

Purchaser’s price for Water system spare parts [DELETED] from the following list prices:

Product Code	Product description	qty/pack	List Price
BX6001237378	DIALYZER CONNECTOR	1	[DEL]
FR230086	DIALYZER HOLDER	1	[DEL]
WT1110573	HOUSING, 20”	1	[DEL]
WT1157184	HOUSING ASSY W/FITTING &CLAMPS	1	[DEL]

48

WT150072	HOUSING, VENT, 10”	1	[DEL]
WT2510710	ELBOW, 25MM, PS	1	[DEL]
WT2650047	PEX TOOL KIT QUICK & EASY	1	[DEL]
WT2650050	CONN 25 Q & E, MODIFIED	1	[DEL]
WT2650054	CONN, 25MM, Q&E, [DELETED]	1	[DEL]
WT2650055	RING, 25MM, Q&E, [DELETED]	1	[DEL]
WT2650061	HEAD 25MM PEX EXPANDER	1	[DEL]
WT2650150	BRACKET, SS TRUNKING T	1	[DEL]
WT2650200	PLATE, MOUNTING, CHASE TEE	1	[DEL]
WT2670103	BUZZER, [DELETED]	1	[DEL]
WT2670104	FRAME, BUZZER, [DELETED]	1	[DEL]
WT2670116	INDICATION PANEL, -H WALL [DELETED]	1	[DEL]
WT2680009	SUPPLY LINE, PHNX, PEX	1	[DEL]
WT2850F01	HEAD, FLECK 2850 MULTI-MEDIA	1	[DEL]
WT2850S01	HEAD, FLECK 2850 SOFTENER	1	[DEL]
WT2AB2	BOOSTER PUMP, CONTROLLER	1	[DEL]
WT2HW0D1201	ENDO FLTR HOUSING, 12”, USF	1	[DEL]
WT2HW0D2001	ENDO FLTR HOUSING, 20” USF	1	[DEL]
WT2SVB1G2E0	PUMP, BOOSTER, VS, 2HP	1	[DEL]
WT30GREUSE02	TANK, 30 GAL REUSE	1	[DEL]
WT4H514563	PUMP, CH 12-30	1	[DEL]
WT4J554565	CHI4-50 PUMP - BUBE SEAL	1	[DEL]
WT5002S515	BALL VALVE SPEARS	1	[DEL]
WT54001	VALVE, TEMP, MIXING	1	[DEL]
WT5467010	REGULATOR, 1 INCH HAYWOOD	1	[DEL]
WT60GREUSE	TANK, 60 GAL REUSE	1	[DEL]
WT63414	COUPLER, SS, 3/4” x 3/4” FNPT	1	[DEL]
WT6905G100	FLOAT SWITCH	1	[DEL]
WT960822	FILTER HOUSING, SS, 20”	1	[DEL]
WTA4000	RESIN, NA ACID, 1 CU/FT BAG	1	[DEL]
WTA4073X	RESIN, TANEX, 1 CU/FT DRUM	1	[DEL]
WTA5110750	BEND-FORMER, 25MM, 90 DEG, [DELETED]	1	[DEL]
WTA7002A	SAND, .44-.55MM (50 LB BAG)	1	[DEL]
WTA7005A	FLINT GRAVEL,1/8”X1/16#-50 LB	1	[DEL]
WTA7006A	GRAVEL, 1/4” X 1/8”, 50LB BAG	1	[DEL]

49

WTA7050	ANTHRACITE#, .6-.8MM(50 LB BAG	1	[DEL]
WTA708050	GARNET, #12, 50 LB BAG	1	[DEL]
WTA708650	GARNET #50, 50 LB BAG	1	[DEL]
WTBRINE02	BRINE TANK (24” X 50”)	1	[DEL]
WTBRINE18X4001	BRINE TANK, 18 X 40	1	[DEL]
WTCIPKIT01	REVERSE OSMOSIS CLEANING SYS.	1	[DEL]
WTCW0R00	BOX ASY, CHASE, [DELETED], 0 REG	1	[DEL]
WTCW1R00	BOX ASY, CHASE, [DELETED], 1 REG	1	[DEL]
WTCW2R00	BOX ASSY, CHASE, [DELETED], 2 REG	1	[DEL]
WTCW3R00	BOX, ASY, CHASE, [DELETED], 3 REG	1	[DEL]
[DELETED]	LABEL, [DELETED] HOT WARNING	1	[DEL]
WTD5007	RISER TUBE W/STACK DISTRIBUTOR	1	[DEL]
WTDI753II	DI MONITOR	1	[DEL]
WTDIDIVRT01	KIT, DIDIVERT TO DRAIN	1	[DEL]
WTDILBL00	LABEL, DI BYPASS	1	[DEL]
WTDU25M	UNION, 25MM SS COMPRESSION	1	[DEL]
WTEFSPRINGPK00	SPRING, ENDOTOXIN FILTER	1	[DEL]
WTENDODUPLEX01	KIT, ENDO, DUPLEX W/O HOUSING	1	[DEL]
WTENDOKIT01	KIT, SS, DUPLEX CONNECTOR	1	[DEL]
WTENDOSHELSIMP01	HOUSING, ENDOTOXIN, SS, SHELCO	1	[DEL]
WTENDOSIMPLEX01	KIT, ENDO, SIMPLEX W/O HOUSING	1	[DEL]
WTENDOTRIPLEX01	KIT, ENDO, TRIPLEX W/O HOUSING	1	[DEL]
WTFC150578	BRACKET, ENDO FILTER, USF	1	[DEL]
WTFILTERREPLAB	LABEL, FILTER REPLACE(250/RL)	1	[DEL]
WTGAUGELABKIT	LABEL KIT, GAUGE	1	[DEL]
WTGSGJ25	SWITCH, PRESSURE, PUMP CONTROL	1	[DEL]
WTHOFA20H2008GQRLP	FIBERGLASS WALL MOUNT CLOSURE	1	[DEL]
WTJCL1240	CARBON GAC 1 CU FT BAG	1	[DEL]
WTK1K2K3MANL01	MANIFOLD, SS, LH, DI	1	[DEL]
WTK1K2K3MANR02	MANIFOLD, SS, RH, DI	1	[DEL]
WTK21754002	GXL LOGGING SW FOR [DELETED]	1	[DEL]
WTK4512309	CONTROLLER, DRAIN FLOW 12GPM	1	[DEL]

50

WTK4512310	CONTROLLER, DRAIN FLOW 15GPM	1	[DEL	]
WTK4512311	CONTROLLER, DRAIN FLOW 25GPM	1	[DEL]
WTK4513629	CONTROLLER, DRAIN FLOW 20GPM	1	[DEL]
WTK4513640	CONTROLLER, DRAIN FLOW 30 GPM	1	[DEL]
WTK4516858	CONTROLLER, DRAIN FLOW 10GPM	1	[DEL]
WTKITCAD01	COLLECTION ASSISTING DEVICE	1	[DEL]
[DELETED]	COLLECTION ASSIST DEVICE, [DELETED]	1	[DEL]
[DELETED]	COLLECTION ASSIST DEVICE	1	[DEL]
[DELETED]	COLLECT ASSIST DEVICE, [DELETED] REU	1	[DEL]
WTL1L2MANL00	MANIFOLD, SS, LH, L1L2	1	[DEL]
WTL1L2MANR01	MANIFOLD, SS, RH, L1L2	1	[DEL]
WTLABCARBDATA	CARBON TANK DATA LABEL	1	[DEL]
WTLABESI	ELECTRICAL SAFETY INSPECT.LAB	1	[DEL]
WTLABMMDATA01	MMDF DATA LABEL	1	[DEL]
WTLABOS	PURPOSE SHEET, ORGANIC SCAV	1	[DEL]
WTLABPIPELEG	LABEL, PIPE LEGEND	1	[DEL]
WTLABUFWRN	SIGN, UF WARNING	1	[DEL]
WTLABWSDATA	WATER SOFTENER TANK DATA LABEL	1	[DEL]
WTM1M2M3MAN00	MANIFOLD, SS, M1M2M3	1	[DEL]
WTM1M2MANR00	MANIFOLD, SS, RH, M1M2	1	[DEL]
WTM1M2MANR01	MANIFOLD, SS, RH, M1M2	1	[DEL]
WTMACHCONN	CONNECTOR, [DELETED] CHASE TO FGHT	1	[DEL]
WTMANSUPLABEL	MANUFACTURER/SUPPLIER LABEL	1	[DEL]
WTMD70RLZT	PUMP, CONCENTRATE, 28.8 PSI	1	[DEL]
WTMIXVALVEASSY01	ASSEMBLY, MIXING VALVE	1	[DEL]
WTNI15MB	UV LIGHT ASSY, NI15MB	1	[DEL]
WTNI30MB	UV LIGHT ASSY, NI30MB	1	[DEL]
WTNIGAMMON15	UV LIGHT MONITOR, NI15	1	[DEL]
WTNIGAMMON30	UV LIGHT MONITOR, NI30	1	[DEL]
WTPEXREPAIRKIT	KIT [DELETED] PEX REPAIR	1	[DEL]

51

WTPEXVIDEO	VIDEO, PEX TUBING	1	[DEL]
WTPRFILTER03	PRE RINSE FILTER KIT	1	[DEL]
WTPRFILTER04	KIT, PRERINSE FLTR, WO HOUSING	1	[DEL]
WTPSC0700	CLAMP, OFFSET PIPE SUPPORT 3/4	1	[DEL]
WTPSC1000	CLAMP, OFFSET PIPE SUPPORT 1”	1	[DEL]
WTPSC1500	CLAMP, OFFSET PIPE SUPPORT 1.5	1	[DEL]
WTQ6301000	PNEUMATIC PEX EXPANDER TOOL	1	[DEL]
WTQ6310750	3/4” PEX EXPANDER HEAD	1	[DEL]
WTQ6311000	1” PEX EXPANDER HEAD	1	[DEL]
WTQA75815	MONITOR, WATER QUALITY, REMOTE	1	[DEL]
WTRT14654	TANK,14X65 NAT4” IM-BASE CTN	1	[DEL]
WTRT16654	TANK, 16 X 65 W/ BASE	1	[DEL]
WTRT20624	TANK, 20 X 62 W/ BASE	1	[DEL]
WTRT24714	TANK, 24 X 71 W/ BASE	1	[DEL]
WTS1S2MAN00	MANIFOLD, SS, S1S2	1	[DEL]
WTS7562A	HOUSING, BB FILTER	1	[DEL]
WTS7577	BRACKET KIT FOR BIG BLUE	1	[DEL]
WTS7594P	HOUSING WRENCH 10” BIG BLUE	1	[DEL]
[DELETED]	[DELETED] SCHEMATIC LARGE	1	[DEL]
WTSLK05	SYSTEM LABEL KIT	1	[DEL]
WTSSHOS75M01	HOSE, SS BRAIDED, 3/4”	1	[DEL]
WTSSQC4B4PF	CONN, SS QD BODY	1	[DEL]
WTSSQC4S2PF	CONNECTOR, SS QD	1	[DEL]
WTSSQC4S4HC	CONN, SS QD STEM	1	[DEL]
WTSSQC6B4PF	SS, QUICK CONNECT - BODY	1	[DEL]
WTSSQC6S4PM	SS, Quick Connect-Stem	1	[DEL]
WTSSQC6S6HC	CONNECTOR, QC6HC	1	[DEL]
WTSW0R00	BOX ASSY, CHASE, STD, 0 REG	1	[DEL]
WTSW1R00	BOX ASSY, CHASE, STD, 1 REG	1	[DEL]
WTSW2	HOUSING WRENCH, 4.5”	1	[DEL]
WTSW2R00	BOX ASSY, CHASE, STD, 2 REG	1	[DEL]
WTSW3R00	BOX ASSY, CHASE, STD, 3 REG	1	[DEL]
WTT125	TANK, 125 GAL W/PEDISTAL	1	[DEL]
WTT250	TANK, 250 GAL. W/ PED	1	[DEL]
WTTANNINKIT01	TANNIN-LIGNINS COLLECTION KIT	1	[DEL]
WTTOCKIT01	TOC COLLECTION KIT	1	[DEL]
WTTXMATE	CONTROLLER, RE-PRESS. PUMP	1	[DEL]
WTV2003D5	CONTROLLER, DRAIN FLOW 5GPM	1	[DEL]
WTV2003D7	CONTROLLER, DRAIN FLOW 7GPM	1	[DEL]

52

WTV6P	TANK, EXPANSION, V6P	1	[DEL]
WTVALVETAGKIT02	VALVE TAG KIT	1	[DEL]
WTWIL1PRV600	VALVE, 1 “ PRESSURE REDUCING, B	1	[DEL]
WTZHW0D1201	ENDO FILTER HOUSING,12”, USF	1	[DEL]
WTZHW0D2001	ENDO FILTER HOUSING, 20”, USF	1	[DEL]

53

Technical Training Classes

Catalog Number	Description	Number of Days	Tuition*
339100055	Tuition, C3 Basic	8	[DEL	]
339100070	Tuition, C3 Advanced	3	[DEL	]
339100096	Tuition, WRO 95	1	[DEL	]
339100104	Tuition, WRO 300	1	[DEL	]
339100089	Tuition, Phoenix	7	[DEL	]
339100100	Tuition, Phoenix Advanced	3	[DEL	]
339100093	Tuition, Exalis	3	[DEL	]
339100071	Tuition, Prisma	2.5	[DEL	]
339100102	Tuition, Prismaflex	3	[DEL	]
339100085	Tuition, [DELETED]	3	[DEL	]

* [DELETED]; the Purchaser to pay all travel-related costs

NOTE: Under applicable federal regulations governing discounts, all products, equipment and services must be fully and accurately reported in all cost reports filed by Purchaser with any Federal or state agency.

54

EXHIBIT 2

PRODUCT WARRANTIES AND DISCLAIMERS

PHOENIX DIALYSIS SYSTEM

Warranty - United States of America

The Supplier will at its option, replace or repair, at no charge to the original purchaser, any part of the GAMBRO Phoenix Dialysis System which is found to be defective in factory material or workmanship during the first six months from date of purchase, regardless of the hour-meter reading.

Optional feature components that are installed after a machine has been placed in service are subject to a separate warranty applicable to such components.

Certain components, such as filters, that are subject to normal wear are not covered by this Limited Warranty. In addition, this Warranty does not include replacement or repair of any part that fails because of misuse, accident, neglect, or failure to use and maintain the unit in accordance with instructions provided in the Phoenix Operator’s Manual, or because of alterations made by other than the Supplier’s authorized service personnel. Repairs required as a result of abuse or misuse of the equipment, as determined by the Supplier in good faith, will be charged to the Purchaser.

Performance of scheduled preventive maintenance procedures as described in the Operator’s Manual is the responsibility of the owner and is not covered by this Warranty. Failure to perform preventative maintenance procedures will invalidate this Warranty.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GAMBRO BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE FURNISHING, FUNCTIONING OR THE OWNER’S USE OF THE EQUIPMENT. Some states may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Warranty gives you specific legal rights and you may also have other rights which vary from state to state.

To request service under this Warranty, the purchaser should call the GAMBRO Technical Service Response Center at the telephone number below. Please provide the name, model number, and serial number of the equipment.

GAMBRO

10810 W. Collins Avenue

Lakewood, CO 80215-4407 USA

1-800-525-2623

1

GAMBRO PRISMA^® SYSTEM

GAMBRO Warranty - United States of America

The Supplier will at its option, replace or repair, at no charge to the owner, any part of the GAMBRO Prisma System which is found to have been defective in factory material or workmanship during the first year or 6,500 hours of operation (as indicated on the system clock) from date of purchase, whichever occurs first.

Optional feature components that are installed after a machine has been placed in service are subject to a separate warranty applicable to such components.

Certain components, such as fuses, bulbs, and filters, that are subject to normal wear are not covered by this Limited Warranty. In addition, this Warranty does not include replacement or repair of any part that fails because of misuse, accident, neglect, or failure to use and maintain the unit in accordance with instructions provided in the Prisma System Operator’s Manual, or because of alterations made by other than the Supplier’s authorized service personnel.

Performance of scheduled preventive maintenance procedures as described in the Operator’s Manual is the responsibility of the owner and is not covered by this Warranty. Failure to perform preventive maintenance procedures will invalidate this Warranty.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GAMBRO BE LIABLE FOR CONSEQUENTIAL DAMAGES. Some states may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Warranty gives you specific legal rights and you may also have other rights which vary from state to state.

2

PRISMAFLO™ BLOOD/FLUID WARMER WARRANTY

The warranty for PrismaFlo Blood/Fluid Warmer is provided by the manufacturer, STIHLER Electronic GmbH, Stuttgart, Germany.

STIHLER, will at its option, replace or repair, at no charge to the owner, any part of the PrismaFlo which is found to have been defective in factory material or workmanship during the first twenty-four (24) months from date of purchase.

Please contact STIHLER’s authorized U.S. service representative, FUTUREMED America, Inc. for warranty service at 818/830-2500.

PRISMATHERM II™ BLOOD WARMER WARRANTY

The warranty for Prismatherm II is provided by the manufacturer, STIHLER Electronic G.m.b.H., Stuttgart, Germany.

STIHLER, will at its option, replace or repair, at no charge to the owner, any part of the Prismatherm II which is found to have been defective in factory material or workmanship during the first twenty-four months from date of purchase.

Please contact STIHLER’s authorized U.S. service representative, FUTUREMED America, Inc. for warranty service at 818/830-2500.

3

WATER SYSTEMS

WRO MOUNTING

The Supplier makes no claims regarding the efficacy of mounting WRO 300 system directly onto any dialysis machine. The Purchaser assumes all risks of, and responsibility for, all damages and liabilities associated with the mounting of the WRO 300 directly onto a dialysis machine. This includes any damage to the WRO 300, the dialysis machine, any other item damaged due to the mounting arrangement and any and all consequential damages. The Purchaser also assumes all risks and liabilities due to any injury to operators, technical staff, patients or any other person who may be injured as a result of the mounting arrangement.

CARBON ADSORPTION (FILTRATION)

Proper sizing of the carbon adsorption (filter) units requires an analysis of the incoming tap water at the point of use. This is not provided by the Supplier prior to an installation. The Purchaser accepts all responsibility for ensuring that chlorine and chloramine levels in the RO feed water are within specification, and that the sizing of the carbon adsorption units will be sufficient to meet those specifications. The Purchaser acknowledges its responsibility to monitor post carbon filter chlorine and chloramine levels to ensure that they do not exceed the level specified for in the feed water requirements. Excessive chlorine and chloramine levels may present patient safety issues and will damage the RO membrane. The Supplier can make recommendations regarding sizing of the carbon adsorption units if chlorine and chloramine levels are provided, but assumes no responsibility for the levels of chlorine and chloramine in the RO feed water, the sizing of the carbon adsorption units, or the consequences of inadequate carbon adsorption.

4

EXHIBIT 3

VENDOR RELATIONS POLICIES AND PROCEDURES

To be supplied by the Purchaser prior to execution (see Section 16.11)

EX-10.6

Exhibit 10.6

EXECUTION COPY

$3,050,000,000

CREDIT AGREEMENT

among

DaVita Inc.,

as Borrower,

The Guarantors Party Hereto,

The Lenders Party Hereto,

Bank of America, N.A.,

Wachovia Bank, National Association

Bear Stearns Corporate Lending Inc.,

The Bank of New York

The Bank of Nova Scotia

The Royal Bank of Scotland plc

and

WestLB AG, New York Branch

as Co-Documentation Agents,

Credit Suisse,

Cayman Islands Branch,

as Syndication Agent,

and

JPMorgan Chase Bank, N.A.,

as Administrative Agent and Collateral Agent

Dated as of October 5, 2005

J.P. Morgan Securities Inc.,

as Sole Lead Arranger and Bookrunner

Credit Suisse, Cayman Islands Branch,

as Co-Arranger

June 30, 04

TABLE OF CONTENTS

		Page
SECTION 1 DEFINITIONS		1
1.1	Defined Terms	1
1.2	Classification of Loans	33
1.3	Terms Generally	33
1.4	Accounting Terms; GAAP	34
1.5	Resolution of Drafting Ambiguities	34
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS		34
2.1	Term Commitments	34
2.2	Procedure for Term Loan Borrowing	34
2.3	Repayment of Term Loans	35
2.4	Revolving Commitments	36
2.5	Procedure for Revolving Loan Borrowing	36
2.6	Swingline Commitment	37
2.7	Procedure for Swingline Borrowing; Refunding of Swingline Loans	37
2.8	Commitment Fees, etc	39
2.9	Termination or Reduction of Revolving Commitments	39
2.10	Optional Prepayments	39
2.11	Mandatory Prepayments and Commitment Reductions	40
2.12	Conversion and Continuation Options	42
2.13	Limitations on Eurodollar Tranches	42
2.14	Interest Rates and Payment Dates	42
2.15	Computation of Interest and Fees	43
2.16	Inability to Determine Interest Rate	43
2.17	Pro Rata Treatment and Payments	44
2.18	Requirements of Law	45
2.19	Taxes	46
2.20	Indemnity	48
2.21	Change of Lending Office	48
2.22	Replacement of Lenders	48
2.23	Repayment of Loans; Evidence of Debt	49
2.24	Increase in Commitments.	49
SECTION 3 LETTERS OF CREDIT		51
3.1	LC Commitment	51
3.2	Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions	52
3.3	Fees and Other Charges	52
3.4	Participations	52
3.5	Reimbursement	52
3.6	Obligations Absolute	53
3.7	Disbursement Procedures	54
3.8	Interim Interest	54
3.9	Replacement of the Issuing Lender	54

-i-

		Page
3.10	Cash Collateralization	54
SECTION 4 REPRESENTATIONS AND WARRANTIES		55
4.1	Organization; Power	55
4.2	Capital Stock; Subsidiaries	55
4.3	Authorization; No Conflicts	56
4.4	No Approvals	56
4.5	Enforceability	56
4.6	Litigation	56
4.7	Financial Statements; Projections	57
4.8	Properties	58
4.9	Intellectual Property	58
4.10	No Material Misstatements	59
4.11	Margin Stock	59
4.12	Investment Company Act; Public Utility Holding Company Act	59
4.13	Solvency	59
4.14	Employee Benefit Plans	59
4.15	Environmental Laws	60
4.16	Taxes	60
4.17	Government Programs; Medicare/Medicaid/Tricare	61
4.18	Subordination of Subordinated Debt	62
4.19	Agreements	62
4.20	Use of Proceeds	62
4.21	Labor Matters	62
4.22	Insurance	63
4.23	Security Documents	63
4.24	Acquisition Documents; Representations and Warranties in Acquisition Agreement	64
4.25	Anti-Terrorism Law	64
SECTION 5 CONDITIONS PRECEDENT		65
5.1	Conditions to Initial Credit Extension	65
5.2	Conditions to All Credit Extensions	68
SECTION 6 AFFIRMATIVE COVENANTS		69
6.1	Reporting Requirements	69
6.2	Compliance with Laws, Etc	71
6.3	Payment of Taxes, Etc	72
6.4	Compliance with Environmental Laws	72
6.5	Insurance	72
6.6	Preservation of Corporate Existence, Etc	73
6.7	Visitation Rights	73
6.8	Keeping of Books	73
6.9	Maintenance of Properties, Etc	74
6.10	Transactions with Affiliates	74
6.11	Use of Proceeds	74
6.12	Additional Collateral; Additional Guarantors.	74

-ii-

		Page
6.13	Security Interests; Further Assurances	75
6.14	Information Regarding Collateral	76
6.15	Post-Closing Covenants.	76
SECTION 7 NEGATIVE COVENANTS		76
7.1	Liens, Etc	76
7.2	Debt	78
7.3	Change in Nature of Business	80
7.4	Mergers, Etc	80
7.5	Sales, Etc., of Assets	80
7.6	Investments in Other Persons	83
7.7	Restricted Payments	85
7.8	Accounting Changes	86
7.9	Prepayments of Other Indebtedness; Modifications of Constitutive Documents and Other Documents, etc	86
7.10	Negative Pledge	87
7.11	Payment Restrictions Affecting Subsidiaries	87
7.12	Non-Guarantor Subsidiaries	88
7.13	Issuance of Additional Stock	88
7.14	Anti-Terrorism Law; Anti-Money Laundering	88
7.15	Embargoed Person	89
7.16	Financial Covenants	89
7.17	Sale and Leaseback Transactions	91
SECTION 8 EVENTS OF DEFAULT		91
8.1	Events of Default	91
8.2	Application of Proceeds	93
SECTION 9 THE AGENTS		94
9.1	Appointment and Authority	94
9.2	Rights as a Lender	94
9.3	Exculpatory Provisions	95
9.4	Reliance by Agent	95
9.5	Delegation of Duties	96
9.6	Resignation of Agent	96
9.7	Non-Reliance on Agent and Other Lenders	96
9.8	No Other Duties, etc	97
SECTION 10 GUARANTEE		97
10.1	The Guarantee	97
10.2	Obligations Unconditional	97
10.3	Reinstatement	98
10.4	Subrogation; Subordination	98
10.5	Remedies	98
10.6	Instrument for the Payment of Money	99
10.7	Continuing Guarantee	99

-iii-

		Page
10.8	General Limitation on Guaranteed Obligations	99
10.9	Release of Guarantors	99
SECTION 11 MISCELLANEOUS		99
11.1	Amendments and Waivers	99
11.2	Notices	99
11.3	No Waiver; Cumulative Remedies	99
11.4	Survival	99
11.5	Expenses; Indemnity; Damage Waiver	99
11.6	Successors and Assigns; Participations and Assignments	99
11.7	Adjustments; Set-off	99
11.8	Counterparts; Integration; Effectiveness	99
11.9	Severability	99
11.10	WAIVER OF JURY TRIAL	99
11.11	GOVERNING LAW	99
11.12	Submission to Jurisdiction; Waivers	99
11.13	Acknowledgments	99
11.14	Releases of Guarantees and Liens	99
11.15	Confidentiality	99
11.16	Headings	99
11.17	USA PATRIOT Act	99
11.18	Interest Rate Limitation	99
11.19	Delivery of Addenda	99
11.20	Obligations Absolute	99
11.21	Third Party Beneficiary	99

-iv-

SCHEDULES:
1.1	Existing Letters of Credit
1.1(a)	Debt to be Refinanced
4.4	Consents, Authorizations, Filings and Notices
4.8	Real Property
4.24	Acquisition Documents
7.1(c)	Existing Liens
7.2(b)	Existing Debt
7.5(h)	Certain Dialysis Facilities
7.6	Investments
EXHIBITS:
A	Form of Security Agreement
B	Form of Compliance Certificate
C	Form of Solvency Certificate
D	[Reserved]
E	Form of Assignment and Assumption
F-1	Form of Legal Opinion of Special Counsel
F-2	Form of Legal Opinion of General Counsel
F-3	Form of Legal Opinion of Regulatory Counsel
G	Form of Prepayment Option Notice
H	Form of Borrowing Request
I	Form of Addendum
J	Form of Exemption Certificate
K-1	Form of Perfection Certificate
K-2	Form of Perfection Certificate Supplement
L	Form of Joinder Agreement
M	Form of Intercompany Note
N-1	Form of Revolving Loan Note
N-2	Form of Tranche A Term Loan Note
N-3	Form of Tranche B Term Loan Note
N-4	Form of Swingline Note
O	Form of LC Request
P	Form of Interest Election Request

-v-

CREDIT AGREEMENT (this “Agreement”), dated as of October 5, 2005, among DaVita Inc., a Delaware corporation (the “Borrower”), the Guarantors (as defined in Section 1.1) party hereto, the several banks and other financial institutions or entities from time to time lenders under this Agreement by execution thereof or of an Addendum or pursuant to Section 11.6 (the “Lenders”), Bank of America, N.A., Wachovia Bank, National Association, Bear Stearns Corporate Lending Inc., The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc and WestLB AG, New York Branch, as co-documentation agents (in such capacity, the “Documentation Agents”), Credit Suisse, Cayman Islands Branch, as syndication agent (in such capacity, the “Syndication Agent”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

WITNESSETH:

WHEREAS, Borrower has entered into a stock purchase agreement, dated as of December 6, 2004 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with Gambro AB and Gambro, Inc. (collectively, “Seller”) to acquire (the “Acquisition”) Gambro Healthcare Inc. (together with its subsidiaries, the “Acquired Business”).

WHEREAS, the Refinancing shall be consummated simultaneously herewith.

WHEREAS, Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans on the Closing Date, in an aggregate principal amount of $350,000,000, (b) Tranche B Term Loans on the Closing Date, in an aggregate principal amount of $2,450,000,000 and (c) Revolving Loans at any time and from time to time during the Revolving Commitment Period, in an aggregate principal amount at any time outstanding of $250,000,000, of which no more than $100.0 million may be borrowed on the Closing Date to fund the Acquisition.

WHEREAS, Borrower has requested the Swingline Lender to make Swingline Loans, at any time and from time to time during the Revolving Commitment Period, in an aggregate principal amount at any time outstanding not in excess of $50,000,000.

WHEREAS, Borrower has requested the Issuing Lender to issue letters of credit (including on the Closing Date), in an aggregate face amount at any time outstanding not in excess of $125,000,000, to support payment obligations incurred in the ordinary course of business by Borrower and its Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 4.20.

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower and the Issuing Lender is willing to issue letters of credit for the account of Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. For purposes hereof: “Prime Rate” shall mean

the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ABR Loans” shall mean Loans the rate of interest applicable to which is based upon the ABR.

“Acquired Business” shall have the meaning given to such term in the first recital hereto.

“Acquisition” shall have the meaning given to such term in the first recital hereto.

“Acquisition Agreement” shall have the meaning given to such term in the first recital hereto.

“Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents listed on Schedule 4.24.

“Addendum” shall mean an instrument, substantially in the form of Exhibit I, by which a Lender becomes a party to this Agreement as of the Closing Date.

“Additional Excluded Taxes” shall have the meaning given to such term in Section 2.19.

“Adjustment Date” shall have the meaning given to such term in the definition of “Pricing Grid.”

“Administrative Agent” shall mean JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents” shall mean the collective reference to the Syndication Agent, the Documentation Agents, the Collateral Agent and the Administrative Agent.

“Aggregate Exposure” shall mean, with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

-2-

“Aggregate Exposure Percentage” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement” shall have the meaning given to such term in the preamble hereto.

“Agreement Value” shall mean, for each Swap Agreement, on any date of determination, an amount reasonably determined by the Administrative Agent equal to: (a) in the case of a Swap Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “Master Agreement”), the amount, if any, that would be payable by any Loan Party to its counterparty in respect of such Swap Agreement, as if (i) such Swap Agreement was being terminated early on such date of determination, (ii) such Loan Party was the sole “Affected Party,” and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of that specific form of Master Agreement); or (b) in the case of a Swap Agreement traded on an exchange, the mark-to-market value of such Swap Agreement, which will be the unrealized gain or loss on such Swap Agreement to the Loan Party to such Swap Agreement reasonably determined by the Administrative Agent based on the settlement price of such Swap Agreement on such date of determination, or (c) in all other cases, the mark-to-market value of such Swap Agreement, which will be the unrealized gain or loss on such Swap Agreement to the Loan Party to such Swap Agreement reasonably determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party exceeds (ii) the present value of the future cash flows to be received by such Loan Party pursuant to such Swap Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

“Anti-Terrorism Laws” shall have the meaning given to such term in Section 4.25.

“Applicable Margin” shall mean, for each Type of Loan, the rate per annum set forth under the relevant column heading below:

	ABR Loans		Eurodollar Loans
Revolving Loans and Swingline Loans	1.00	%	2.00	%
Tranche A Term Loans	1.00	%	2.00	%
Tranche B Term Loans	1.25	%	2.25	%

provided, that on and after the first Adjustment Date occurring after the completion of the first Fiscal Quarter of the Borrower ending at least three months after the Closing Date, the Applicable Margin will be determined pursuant to the Pricing Grid.

“Application” shall mean an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“Approved Fund” shall have the meaning given to such term in Section 11.6(b).

“Asset Sale” shall mean any Disposition of property (including any issuance or sale of any Capital Stock of any Subsidiary of the Borrower) or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (e) of Section 7.5) that yields Net Cash Proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000; provided that any issuance or sale of any Capital Stock of any Subsidiary of the Borrower to any individuals that are medical doctors or are employees of a Dialysis

-3-

Facility or to Persons Controlled by such individuals shall not constitute an Asset Sale unless the Net Cash Proceeds of such issuances and sales with respect to any particular Subsidiary are in excess of $3,500,000.

“Assignee” shall have the meaning given to such term in Section 11.6(b).

“Assignment and Assumption” shall mean an Assignment and Assumption, substantially in the form of Exhibit E.

“Available Amount” shall mean, at any time, an amount equal to:

(x) the sum of Borrower’s Share of Excess Cash Flow for each Fiscal Year completed at or prior to such time for which Section 2.11(c) has been complied with, less

(y) the aggregate amount of Investments pursuant to Section 7.6(e) or Section 7.6(l) and restricted payments pursuant to Section 7.7(d) made following the Closing Date and at or prior to such time utilizing any Available Amount.

“Available Revolving Commitment” shall mean, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“Bailee Letter” shall have the meaning assigned thereto in the Security Agreement.

“Benefitted Lender” shall have the meaning given to such term in Section 11.7(a).

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning given to such term in the preamble hereto.

“Borrower’s Share of Excess Cash Flow” shall mean for any Fiscal Year the product of (A) Excess Cash Flow for such Fiscal Year multiplied by (B) a percentage equal to 100% minus the ECF Percentage.

“Borrowing Date” shall mean any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Request” shall mean a Borrowing Request substantially in the form of Exhibit H.

“Business Associate Agreement” shall have the meaning given to such term in Section 5.1(o).

-4-

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided, that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Assets” shall mean, with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such Person.

“Capital Expenditures” shall mean, with respect to any Person for any period, all expenditures made directly or indirectly by such Person during such period for Capital Assets related to maintaining, replacing or repairing existing property or assets (including any Dialysis Facility) of such Person (whether paid in cash or other consideration or accrued as a liability), but, for the avoidance of doubt, excluding any Investments permitted by Section 7.6(e), (f) or (l). For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalized Lease” shall mean any lease with respect to which the lessee is required to recognize concurrently the acquisition of property or an asset and the incurrence of a liability in accordance with GAAP.

“Capitalized Lease Obligations” shall mean, with respect to any Capitalized Lease, the amount required to be capitalized in the financial statements of the lessee in accordance with GAAP.

“Cash Equivalents” shall mean (a) securities with maturities of one year or less from the date of acquisition, issued, fully guaranteed by the United States Government (or any agency thereof to the extent the same are backed by the full faith and credit of the United States Government), (b) securities with maturities of one year or less from the date of acquisition issued, fully guaranteed by any State of the United States of America or any political subdivision thereof either (i) rated at least AA- or SP1 by S&P or Aa3 or MIG1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments or (ii) fully collateralized by securities described in clause (a) and/or cash, (c) certificates of deposit, time deposits, overnight bank deposits, bankers’ acceptances and repurchase agreements issued by a Qualified Issuer having maturities of 270 days or less from the date of acquisition, (d) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments, and having maturities of 270 days or less from the date of acquisition, (e) money market accounts or funds, a substantial portion of the assets of which constitute Cash Equivalents described in clauses (a) through (d) above, with, issued by or managed by Qualified Issuers, (f) money market accounts or funds, a substantial portion of the assets of which constitute Cash Equivalents described in clauses (a) through (d) above, which money market accounts or funds have net assets of not less than $500,000,000 and have the highest rating available of either S&P or Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of

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the two named rating agencies cease publishing ratings of investments, (g) auction rate securities rated AAA by S&P and Aaa by Moody’s, and (h) money market accounts or funds rated at least AA by S&P and at least Aa by Moody’s.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

“CERCLIS” shall mean the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” shall mean, at any time:

(a) any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (i) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting Interests in the Borrower (including through securities convertible into or exchangeable for such Voting Interests) representing 35% or more of the combined voting power of all of the Voting Interests in the Borrower (on a fully diluted basis) or (ii) otherwise has the ability, directly or indirectly, to elect a majority of the Board of Directors of the Borrower;

(b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of the Borrower, which members comprising such majority were either directors at the beginning of such period or were elected or nominated by such directors) have ceased for any reason to constitute a majority of the Board of Directors of the Borrower; or

(c) the occurrence of a Specified Change of Control.

“Charges” shall have the meaning given to such term in Section 11.18.

“Closing Date” shall mean the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties and the Issuing Lender, and its successors.

“Commitment” shall mean, as to any Lender, the sum of the Tranche A Term Commitment, the Tranche B Term Commitment and the Revolving Commitment of such Lender and any Commitment extended by such Lenders as provided in Section 2.24.

“Commitment Fee Rate” shall mean  ¹/2 of 1% per annum; provided, that on and after the first Adjustment Date occurring after the completion of the first Fiscal Quarter of the Borrower ending at least three months after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.

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“Communications” shall have the meaning given to such term in Section 11.2(d).

“Compliance Certificate” shall mean a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.18, 2.19, 2.20 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum dated May, 2005, and furnished to certain Lenders.

“Consolidated” or “consolidated” shall mean the consolidation of accounts in accordance with GAAP.

“Consolidated Current Assets” shall mean, at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

“Consolidated Current Liabilities” shall mean, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Debt consisting of Revolving Loans or Swingline Loans to the extent otherwise included therein.

“Consolidated EBITDA” shall mean, with respect to any Person for any period, the amount equal to the sum of (a) the Consolidated Net Income of such Person and its Subsidiaries for such period plus (b) the sum of each of the following expenses that have been deducted in the determination of the Consolidated Net Income of such Person and its Subsidiaries for such period: (i) the Consolidated Interest Expense of such Person and its Subsidiaries for such period and any cash charges for refinancing any of the Obligations, (ii) all income tax expense (whether federal, state, local, foreign or otherwise) of such Person and its Subsidiaries for such period, (iii) all depreciation expense of such Person and its Subsidiaries for such period, (iv) all amortization expense of such Person and its Subsidiaries for such period, (v) cash fees, expenses or charges incurred in connection with the Transactions not to exceed $10.0 million in the aggregate for all periods, (vi) all one time non-recurring charges, fees and expenses incurred by the Acquired Business pursuant to the Settlement Agreement entered into in December 2004 among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services and TRICARE Management Activity, Steven J. Bander, M.D. and the Acquired Business and all other one time non-recurring fees and expenses incurred in connection with such settlement and the related investigation (including up to $15.0 million (plus interest thereon) and other charges, fees and expenses related thereto with respect to the settlement between the Acquired Business and the National Association of Medicaid Fraud Control

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Units) as well as one time non-recurring charges, fees and expenses incurred by the Acquired Business in respect of other claims relating to the subject matter of such settlement agreement not to exceed $50.0 million in the aggregate for all periods, (vii) all non-cash charges otherwise deducted in determining the Consolidated Net Income of such Person and its Subsidiaries for such period (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); provided that for any period, the amount of non-cash charges arising from the write-off of current assets shall not be included in this subclause (vii), (viii) consolidated expenses for valuation adjustments or impairment charges, (ix) all expenses and charges relating to minority interests and equity income in Subsidiaries and (x) all extraordinary losses subtracted in determining the Consolidated Net Income of such Person and its Subsidiaries for such period, minus (c) all extraordinary gains added in determining the Consolidated Net Income of such Person and its Subsidiaries for such period, minus (d) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording or receivables in the ordinary course of business) for such period.

For purposes of the Pricing Grid and Sections 7.16(a) and (b) only, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to (a) the Acquisition, (b) any acquisition of any Subsidiary permitted under Section 7.6(e) or (j) and (c) Asset Sales (in the case of (b) or (c), only to the extent Consolidated EBITDA can be ascertained in respect of such acquisition or Asset Sale) consummated at any time on or after the first day of the Measurement Period thereof as if the Acquisition and each such acquisition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period. Notwithstanding anything in the foregoing to the contrary, it is hereby agreed for all purposes that Consolidated EBITDA for the Fiscal Quarter ended (i) March 31, 2005 is $216,443,000 and (ii) June 30, 2005 is $228,959,000.

“Consolidated Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, the gross interest expense accrued on all Debt of such Person and its Subsidiaries during such period, determined on a Consolidated basis and in accordance with GAAP for such period, including, without limitation, (a) in the case of the Borrower, all fees paid or payable pursuant to Section 2.8, (b) commissions, discounts and other fees and charges paid or payable in connection with letters of credit (including, without limitation, the Letters of Credit), (c) all amortization of original issue discount in respect of all Debt of such Person and its Subsidiaries, (d) all dividends on Redeemable Preferred Interests, to the extent paid or payable in cash, (e) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any Person other than the Borrower or a Guarantor, (f) imputed interest on Capitalized Lease Obligations of the Borrower and its Subsidiaries for such period and (g) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than such Person and its Subsidiaries) in connection with Debt incurred by such plan or trust.

For purposes of the Pricing Grid and Sections 7.16(a) and (b) only, Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Debt incurred, assumed or permanently repaid or extinguished during the relevant Measurement Period in connection with (a) the Acquisition, (b) any acquisitions of any Subsidiary permitted under Section 7.6(e) or (j) and (c) Asset Sales as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period; it being understood that for purposes of such calculations any Debt newly incurred during such Measurement Period that bears interest at a floating rate will be assumed to bear interest for the entire Measurement Period at the rate borne by such Debt on the date of incurrence. For all purposes under this

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Agreement and notwithstanding anything in the foregoing to the contrary, Consolidated Interest Expense shall mean (a) for the Measurement Period ending December 31, 2005, Consolidated Interest Expense for the Fiscal Quarter ending December 31, 2005 (“First Quarter Consolidated Interest Expense”), multiplied by 4, (b) for the Measurement Period ending March 31, 2006, the sum of First Quarter Consolidated Interest Expense plus Consolidated Interest Expense for the Fiscal Quarter ending March 31, 2006 (“Second Quarter Consolidated Interest Expense”), multiplied by 2, and (c) for the Measurement Period ending June 30, 2006, the sum of First Quarter Consolidated Interest Expense, Second Quarter Consolidated Interest Expense and Consolidated Interest Expense for the Fiscal Quarter ending June 30, 2006, divided by 3, multiplied by 4.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or net loss) of the Borrower and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Working Capital” shall mean, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Constitutive Documents” shall mean, with respect to any Person, the certificate of incorporation or registration (including, if applicable, certificate of change of name), articles of incorporation or association, memorandum of association, charter, bylaws, certificate of limited partnership, partnership agreement, trust agreement, joint venture agreement, certificate of formation, articles of organization, limited liability company operating or members agreement, joint venture agreement or one or more similar agreements, instruments or documents constituting the organizational or governing documents of such Person.

“Contingent Obligation” shall mean, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital, equity capital, net worth or other balance sheet condition or any income statement condition of the primary obligor or otherwise to maintain the solvency of the primary obligor, (iii) to purchase, lease or otherwise acquire property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is

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made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the agreement, instrument or other document evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Lender.

“Debt” shall mean, with respect to any Person (without duplication), (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than unsecured trade payables or other accrued liabilities incurred in the ordinary course of such Person’s business in connection with obtaining goods, materials or services, provided that at all times during which the aggregate amount of such payables exceed 50% of Consolidated EBITDA for the most recent Measurement Period, “Debt” shall include all such payables which are past due for more than 60 days (excluding payables being contested in good faith) after the date on which such payable was first past due), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, or upon which interest payments are customarily made, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capitalized Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities (excluding reimbursement obligations thereunder to the extent issued in relation to trade payables and that are discharged within 30 days after they become due), (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any preferred Capital Stock in such Person or any other Person, valued, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Swap Agreements, take-or-pay agreements or other similar arrangements, valued, in the case of Swap Agreements, at the Agreement Value thereof, (i) all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing if the transaction giving rise to such obligation is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP, (j) all Contingent Obligations of such Person, and (k) all indebtedness and other payment obligations referred to in clauses (a) through (j) above of another Person secured by (or for which the holder of such indebtedness or other payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligations; provided that for the purposes of this subclause (k) the amount thereof shall be equal to the lesser of (i) the amount of such indebtedness or other payment obligations and (ii) the fair market value of the property subject to such Lien. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result

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of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor. To the extent not otherwise included, Debt shall include the amount of any Permitted Receivables Financing.

“Default” shall mean any Event of Default, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Dialysis Facilities” shall have the meaning given to such term in Section 4.17.

“Disposition” shall mean, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Documentation Agents” shall have the meaning given to such term in the preamble hereto.

“Dollars” and “$” shall mean dollars in lawful currency of the United States.

“Domestic Person” shall mean a Person that is organized under the laws of, or whose property is located in, a jurisdiction within the United States.

“Domestic Subsidiary” shall mean any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.

“ECF Percentage” shall mean (i) with respect to any Fiscal Year at the end of which the Leverage Ratio is greater than or equal to 3.75 to 1.00, 50%; (ii) with respect to any Fiscal Year at the end of which the Leverage Ratio is less than 3.75 to 1.00 but greater than or equal to 3.25 to 1.00, 25% and (iii) with respect to any Fiscal Year at the end of which the Leverage Ratio is less than 3.25 to 1.00, 0%.

“Embargoed Person” shall have the meaning assigned to such term in Section 7.15.

“Environmental Action” shall mean any outstanding action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement, abatement order or other order or directive (conditional or otherwise) relating in any way to any Environmental Law, any Environmental Permit or any Hazardous Materials or arising from alleged injury or threat to health, safety, natural resources or the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any applicable Governmental Authority or any other third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” shall mean any Requirement of Law relating to (a) the generation, use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, (b) pollution or the protection of the environment, health, safety or natural resources or (c) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, including, without limitation, CERCLA, in each case as amended from time to time, and including the regulations promulgated and the rulings issued from time to time thereunder.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Group Member directly or indirectly resulting from or based upon (a) violation of any Environmental Law,

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(b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” shall mean any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Code.

“ERISA Event” shall mean (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA could reasonably be expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the partial or complete withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA, that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; or (i) the occurrence of a nonexempt prohibited transaction with respect to an employee benefit plan maintained or contributed to by a Group Member (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in material liability to any Loan Party.

“Eurocurrency Reserve Requirements” shall mean, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate” shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected

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by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurodollar Loans” shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate” shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Tranche” shall mean the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Events of Default” shall have the meaning given to such term in Section 8.1.

“Excess Cash Flow” shall mean, for any Fiscal Year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such Fiscal Year, and (iv) the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Subsidiaries during such Fiscal Year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount (A) actually paid by the Borrower and its Subsidiaries in cash during such Fiscal Year and (B) committed as of the last day of such Fiscal Year to be spent in the first Fiscal Quarter following such Fiscal Year, on account of Capital Expenditures (excluding the principal amount of Debt incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), provided, that (I) any amount deducted on account of such committed expenditure pursuant to clause (B) shall not be deducted in the calculation of Excess Cash Flow for the following Fiscal Year, and (II) to the extent any such committed amount is not actually spent in the first Fiscal Quarter of the following Fiscal Year, such unspent amount shall not be deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year, (iii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such Fiscal Year to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such Fiscal Year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such Fiscal Year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction) in commitments thereunder), (v) increases in Consolidated Working Capital for such Fiscal Year, (vi) the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Subsidiaries during such Fiscal Year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) the aggregate amount of net gains related to transactions permitted pursuant to Section 7.5 that is included in Consolidated Net Income and (viii) the aggregate amount of internally generated cash spent during such Fiscal Year, or committed to be spent in the first

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Fiscal Quarter of the following Fiscal Year pursuant to letters of intent or acquisition agreements, on acquisitions pursuant to Section 7.6(e), (f) or (j) (without giving effect to any part of acquisition consideration that was permitted solely by utilizing an Available Amount); provided, that (I) any amount deducted on account of such letter of intent or acquisition agreement shall not be deducted in the calculation of Excess Cash Flow for the following Fiscal Year, and (II) to the extent any such committed amount is not actually spent in the first Fiscal Quarter of the following Fiscal Year, such unspent amount shall not be deducted in the calculation of Excess Cash Flow for the preceding Fiscal Year.

“Excess Cash Flow Application Date” shall have the meaning given to such term in Section 2.11(c).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“Excluded Issuance” shall mean an issuance and sale of Capital Stock (other than a Redeemable Preferred Interest) (i) by the Borrower to the extent such issuance and sale is attributable to (a) issuances to employees or directors pursuant to equity incentive or benefit plans and (b) the making of any acquisition permitted under Section 7.6(e)(C), provided, that in the case in which the proceeds of such issuance are contemplated to be used to effect such acquisition, then all the proceeds thereof shall be used within 180 days of such issuance to effect such acquisition, and any such proceeds not so used by such 180th day shall be applied as a prepayment as provided in Section 2.11 and shall not constitute Excluded Issuances.

“Executive Order” shall have the meaning given to such term in Section 4.25.

“Existing Issuing Bank” means each bank which issued Existing Letters of Credit.

“Existing Letters of Credit” means all letters of credit outstanding on the Closing Date, as more fully described on Schedule 1.1 hereto.

“Facility” shall mean each of (a) the Tranche A Term Commitments and the Tranche A Term Loans made thereunder (the “Tranche A Term Facility”), (b) the Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the “Tranche B Term Facility”) and (c) the Revolving Commitments and the Revolving Extensions of Credit (the “Revolving Facility”).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date” shall mean (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Fiscal Quarter” shall mean, with respect to the Borrower or any of its Subsidiaries, the period commencing January 1 in any Fiscal Year and ending on the next succeeding March 31, the period commencing April 1 in any Fiscal Year and ending on the next succeeding June 30, the period commencing

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July 1 in any Fiscal Year and ending on the next succeeding September 30 or the period commencing October 1 in any Fiscal Year and ending on the next succeeding December 31, as the context may require, or, if any such Subsidiary was not in existence on the first day of any such period, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the last day of such period.

“Fiscal Year” shall mean, with respect to the Borrower or any of its Subsidiaries, the period commencing on January 1 in any calendar year and ending on the next succeeding December 31 or, if any such Subsidiary was not in existence on January 1 in any calendar year, the period commencing on the date on which such Subsidiary is incorporated, organized, formed or otherwise created and ending on the next succeeding December 31.

“Foreign Subsidiary” shall mean any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Debt” of any Person shall mean all Debt as set forth on the balance sheet of such Person determined on a Consolidated basis in accordance with GAAP, including, without limitation, (i) the aggregate amount of Governmental Reimbursement Program Costs (exclusive of, with respect to the determination of Funded Debt in any period, the portion of Governmental Reimbursement Program Costs paid in such period), (ii) in the case of the Borrower, the Loans, (iii) any Receivables Transaction Amount and (iv) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any preferred Capital Stock in such Person or any other Person; provided, however, that the term “Funded Debt” shall not include any Contingent Obligations of such Person (if and to the extent such Contingent Obligations would otherwise be included in such term on any date of determination) that are incurred solely to support Debt or Governmental Reimbursement Program Costs of the Borrower or one or more Subsidiaries of the Borrower to the extent such Contingent Obligations are otherwise expressly permitted to be incurred under Section 7.2.

“Funding Office” shall mean the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP” shall mean generally accepted accounting principles in the United States as in effect from time to time applied on a consistent basis.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Governmental Authorization” shall mean any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

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“Governmental Reimbursement Program Costs” shall mean, with respect to and payable by the Borrower and its Subsidiaries, the sum of:

(i) all amounts (including punitive and other similar amounts) agreed to be paid in settlement or payable as a result of a final, non-appealable judgment, award or similar order relating to participation in Medical Reimbursement Programs;

(ii) all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to participation in Medical Reimbursement Programs; and

(iii) the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation or other legal or administrative proceeding of any kind relating to participation in Medical Reimbursement Programs.

“Governmental Reimbursement Programs” shall have the meaning given to such term in Section 4.17.

“Group Members” shall mean the reference to the Borrower and its Subsidiaries.

“Growth Capital Expenditure” shall mean, with respect to any Person for any period, all expenditures made directly or indirectly by such Person during such period for Capital Assets that do not constitute a Capital Expenditure and, for the avoidance of doubt, shall exclude any Investments permitted by Section 7.6(e) or (f).

“Guaranteed Obligations” shall have the meaning given to such term in Section 10.1.

“Guarantor” shall mean, except as permitted by Section 7.12, each Subsidiary of the Borrower (other than any Special Purpose Receivables Subsidiary).

“Hazardous Materials” shall mean (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials, substances, wastes (including medical and human waste), constituents, pollutants or contaminants subject to regulation or which can give rise to liability under any Environmental Law.

“Increase Effective Date” shall have the meaning given to such term in Section 2.24(a).

“Increase Joinder” shall have the meaning given to such term in Section 2.24(c).

“Incremental Term Loan Commitment” shall have the meaning given to such term in Section 2.24(a).

“Incremental Term Loans” shall have the meaning given to such term in Section 2.24(c).

“Indemnitee” shall have the meaning given to such term in Section 11.5(b).

“Information” shall have the meaning given to such term in Section 11.15.

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“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 6.5 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, trade names, service marks, domain names, trade secrets, proprietary information, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit M.

“Interest Election Request” shall mean an Interest Election Request, substantially in the form of Exhibit P.

“Interest Payment Date” shall mean (a) as to any ABR Loan (other than any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” shall mean, as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

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(b) the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the Tranche A Term Loans or the Tranche B Term Loans, as the case may be; and

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Investment” shall mean, with respect to any Person, (i) any loan or advance to such Person, any purchase or other acquisition of Capital Stock or Debt of, or the property and assets comprising a division or business unit or all or a substantial part of the business of, such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (j) or (k) of the definition of “Debt” set forth in this Section 1.1 in respect of such Person, but excluding advances or extensions of credit to customers and receivables arising in the ordinary course of business and (ii) any Growth Capital Expenditure.

“Issuing Lender” shall mean any of (i) JPMorgan Chase Bank, N.A. or any affiliate thereof, in its capacity as issuer of any Letter of Credit, (ii) any other Lender reasonably satisfactory to the Administrative Agent that from time to time agrees in writing to issue Letters of Credit hereunder, and (iii) solely with respect to the Existing Letters of Credit, each Existing Issuing Bank.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit L.

“LC Commitment” shall mean $125,000,000.

“LC Disbursement” shall mean a payment by the Issuing Lender pursuant to a Letter of Credit.

“LC Request” shall mean an LC Request, substantially in the form of Exhibit O.

“LC Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of LC Disbursements that have not then been reimbursed pursuant to Section 3.5. The LC Obligations of any Lender at any time shall be its Revolving Percentage of the total LC Obligations at such time.

“Lenders” shall have the meaning given to such term in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letters of Credit” shall have the meaning given to such term in Section 3.1(a).

“Leverage Ratio” shall mean, at any date of determination, the ratio of (a) (i) all Funded Debt of the Borrower and its Subsidiaries plus (ii) to the extent not otherwise included in subclause (a)(i) of this definition, the face amount of all Letters of Credit issued for the account of the Borrower or any of its Subsidiaries minus (iii) cash and Cash Equivalents of the Borrower and its Subsidiaries on a Consolidated basis to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently completed Measurement Period prior to such date.

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“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan” shall mean any loan made by any Lender pursuant to this Agreement (including pursuant to Section 2.24).

“Loan Documents” shall mean this Agreement, the Security Documents and the Notes.

“Loan Parties” shall mean each Group Member that is a party to a Loan Document.

“Majority Facility Lenders” shall mean, with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

“Mandatory Prepayment Date” shall have the meaning given to such term in Section 2.11(e).

“Margin Stock” shall mean “margin stock” as defined in Regulation U of the Board, as the same may be amended or supplemented from time to time.

“Master Agreement” shall have the meaning given to such term in the definition of “Agreement Value.”

“Material Adverse Effect” shall mean a material adverse effect on (a) the Acquisition, (b) the business, property, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Collateral Agent or the Lenders hereunder or thereunder or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or on the priority of such Liens.

“Material Subsidiary” means, as of any date, (a) any Subsidiary of the Borrower that accounted for more than 5% of Consolidated Net Income of the Borrower and its Subsidiaries for the most recently completed Fiscal Quarter on or prior to such date as reflected in the Required Financial Information most recently delivered to the Administrative Agent and the Lenders on or prior to such date and determined in accordance with GAAP for such period and (b) each other Subsidiary of the Borrower that, when combined with any other Subsidiary, each of which at the time of determination is the subject of an Event of Default under Section 8.1(g), would constitute a Material Subsidiary under clause (a) above.

“Maximum Rate” shall have the meaning given to such term in Section 11.18.

“Measurement Period” shall mean, at any date of determination, the most recently completed four consecutive Fiscal Quarters ended prior to such date for which financial information is (or is required to be) available.

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“Medicaid” shall mean that means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria (Social Security Act of 1965, Title XIX, P.L. 89-87, as amended; 42 U.S.C. § 1396 et seq.).

“Medical Reimbursement Programs” shall mean the Medicare, Medicaid and Tricare programs and any other health care program operated by or financed in whole or in part by any federal, state or local government.

“Medicare” shall mean that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled individuals (Social Security Act of 1965, Title XVIII, P.L. 89-87 as amended; 42 U.S.C. § 1395 et seq.).

“Minority Investment” shall have the meaning given to such term in Section 7.6(f).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged Properties” shall mean each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 6.12(c).

“Mortgages” shall mean each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in a form reasonably satisfactory to the Collateral Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any Group Member or ERISA Affiliate is required to contribute.

“Net Cash Proceeds” shall mean (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Debt secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith, and net of (i) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (ii) amounts reserved in accordance with GAAP against liabilities relating to breaches of representations and warranties and indemnification obligations, liabilities related to environmental matters or other liabilities associated with the property and liabilities relating to assets subject to such sale, lease, transfer or other disposition that are not assumed by the purchaser in such Asset Sale and (iii) in the case of any Asset Sale by a Subsidiary, the amount of any payments or distributions required to be made in respect of such transaction to owners of Capital Stock in such Subsidiary other than the Borrower or any other Subsidiary and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Debt, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Non-Excluded Taxes” shall have the meaning given to such term in Section 2.19(a).

“Non-U.S. Lender” shall have the meaning given to such term in Section 2.19(e).

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“Notes” shall mean the collective reference to any promissory notes in the forms of Exhibits N-1, N-2, N-3 or N-4, respectively, evidencing Loans.

“NPL” shall mean the National Priorities List under CERCLA.

“Obligations” shall mean (a) obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“OFAC” shall have the meaning given to such term in Section 4.25.

“Operating Indebtedness” means Debt to any Operating Lender arising under (i) any purchasing card program established to enable headquarters and field staff of the Borrower or any of its Subsidiaries to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of the Borrower or any of its Subsidiaries to make payments for expenses incurred related to travel and entertainment, provided, that the aggregate amount of such Debt shall not exceed $10,000,000 at any time outstanding.

“Operating Indebtedness Agreement” means the agreement which governs the terms of the Operating Indebtedness between an Operating Lender and the Borrower or its respective Subsidiary.

“Operating Lender” means a Lender or an Affiliate thereof which has extended Operating Indebtedness to the Borrower or one of its Subsidiaries pursuant to an Operating Indebtedness Agreement.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning given to such term in Section 11.6(c).

“Patriot Act” shall have the meaning given to such term in Section 11.17.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

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“Perfection Certificate” shall mean a certificate in the form of Exhibit K-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit K-2 or any other form approved by the Collateral Agent.

“Permitted Collateral Liens” shall mean the Liens described in Section 7.1; provided, however, on the date of delivery of each Mortgage under Section 6.12 or 6.13, Permitted Collateral Liens with respect to any Mortgaged Property being mortgaged on such date shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

“Permitted Liens” shall mean the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA or any such Lien relating to or imposed in connection with any Environmental Action): (a) Liens for taxes, assessments and governmental charges or levies to the extent not otherwise required to be paid under Section 6.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, landlords’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations (other than Debt for borrowed money) (i) that are not overdue for a period of more than 60 days or (ii) the amount, applicability or validity of which are being contested in good faith and with respect to which the Borrower or any of its Subsidiaries, as the case may be, has established reserves in accordance with GAAP; (c) pledges or deposits to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public or statutory obligations; (d) Liens, pledges and deposits securing the performance of, or payment in respect of, bids, tenders, leases, contracts (other than for the repayment of borrowed money), surety and appeal bonds, letters of credit, and other obligations of a similar nature incurred in the ordinary course of business; (e) any interest or title of a lessor or sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Permitted Liens in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (f) Liens in favor of customs and revenue authorities arising as a matter of law or pursuant to a bond to secure payment of customs duties in connection with the importation of goods; (g) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 8.1(i) and in respect of which the Borrower or any of its Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for review in good faith and, pending such appeal or proceedings, shall have secured within 30 days after the entry thereof a subsisting stay of execution and shall be maintaining reserves, in accordance with GAAP, with respect to any such judgment or award; (h) unperfected Liens of suppliers and vendors to secure the purchase price of the property or assets sold; (i) protective UCC filings by lessors under operating leases; and (j) any easements, rights of way, restrictions, defects, encroachments and other encumbrances on title to Real Property which either individually or when aggregated with all other Permitted Liens, would not be reasonably expected to have a Material Adverse Effect.

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets; provided that (A) recourse to Borrower or any Subsidiary (other than the Special

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Purpose Receivables Subsidiaries) and any obligations or agreements of Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer by Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary), and (B) the sum of (x) the aggregate Receivables Transaction Amount outstanding at any time pursuant to clause (a) of the definition of Receivables Transaction Amount and (y) the aggregate Receivables Transaction Amount since the Closing Date pursuant to clause (b) of the definition of Receivables Transaction Amount shall not exceed $300.0 million.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan” shall mean, at a particular time, any employee benefit plan that is covered by Title IV of ERISA and in respect of which the Borrower or ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, other than any Multiemployer Plan.

“Platform” shall have the meaning given to such term in Section 11.2(d).

“Post-Increase Revolving Lenders” shall have the meaning given to such term in Section 2.24(d).

“Pre-Increase Revolving Lenders” shall have the meaning given to such term in Section 2.24(d).

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Prepayment Option Notice” shall have the meaning given to such term in Section 2.11(e).

“Pricing Grid” shall mean the tables set forth below.

For all Loans (other than Tranche B Term Loans) and the Commitment Fee Rate:

Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
³5.50x	2.25	%	1.25	%	0.50	%
<5.50x but ³4.50x	2.00	%	1.00	%	0.50	%
<4.50x but ³3.75x	1.75	%	0.75	%	0.375	%
<3.75x	1.50	%	0.50	%	0.375	%

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For Tranche B Term Loans:

Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans
³4.50x	2.25	%	1.25	%
<4.50x	2.00	%	1.00	%

For the purposes of the Pricing Grid, changes in the Applicable Margin resulting from changes in the Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is one Business Day after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is one Business Day after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Pricing Grid shall apply. Each determination of the Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.16(a).

“primary obligations” shall have the meaning given to such term in the definition of “Contingent Obligation” set forth in this Section 1.1.

“primary obligor” shall have the meaning given to such term in the definition of “Contingent Obligation” set forth in this Section 1.1.

“Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X; provided, that notwithstanding the provisions of Regulation S-X, pro forma adjustments may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect which are identified and factually supported in a certificate in which a Responsible Officer of the Borrower certifies that such reductions are reasonably expected to be sustainable and have been realized or the steps necessary for such realization have been taken or are reasonably expected to be taken within six months following any such transaction.

“Property Material Adverse Effect” shall have the meaning assigned thereto in the Mortgage.

“Qualified Issuer” shall mean any commercial bank that has a combined capital and surplus in excess of $500,000,000.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Assets” means a right to receive payment arising from a sale or lease of goods or the performance of services by the Borrower or any of its Subsidiaries pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and all proceeds thereof and rights (contractual or otherwise) and collateral related thereto and shall include, in any event, any items of property that would be classified as an account receivable of the Borrower or any of its Subsidiaries or an

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“account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” or “proceeds” as so defined of any such items.

“Receivables Transaction Amount” means (a) in the case of any Receivables Assets securitization (but excluding any sale or factoring of Receivables Assets), the amount of obligations outstanding under the legal documents entered into as part of such Receivables Assets securitization on any date of determination that would be characterized as principal if such Receivables Assets securitization were structured as a secured lending transaction rather than as a purchase and (b) in the case of any sale or factoring of Receivables Assets, the cash purchase price paid by the buyer in connection with its purchase of Receivables Assets (including any bills of exchange) less the amount of collections received in respect of such Receivables Assets and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest, in each case as determined in good faith and in a consistent and commercially reasonable manner by the Borrower.

“Recovery Event” shall mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“Redeemable Preferred Interest” shall mean, with respect to any Person, (a) any Capital Stock of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased (including at the option of the holder thereof) by such Person or any of its Subsidiaries, in whole or in part, earlier than six months after Tranche B Term Loan Maturity Date, and (b) any Capital Stock of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no redemption or repayment provisions; provided, however, that any Capital Stock that would constitute a Redeemable Preferred Interest solely because the holders thereof have the right to require the issuer to repurchase such a Redeemable Preferred Interest upon the occurrence of a change of control shall not be so treated if the terms thereof (a) do not trigger any rights upon any circumstance constituting a change of control under such Redeemable Preferred Interest that would not constitute a Change of Control under this Agreement and (b) do not permit either any repurchase by such Person or any rights of the holder of such Capital Stock to assert any claim in respect of such failure to purchase as long as any Event of Default exists hereunder.

“Refinancing” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness of Borrower or any of its Subsidiaries listed on Schedule 1.1(a).

“Refunded Swingline Loans” has the meaning given to such term in Section 2.7(b).

“Register” shall have the meaning given to such term in Section 11.6(b)(iv).

“Reimbursement Obligation” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount” shall mean, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans the Revolving Loans pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” shall mean any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

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“Reinvestment Notice” shall mean a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“Reinvestment Prepayment Amount” shall mean, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.

“Reinvestment Prepayment Date” shall mean, subject to Section 7.5(f)(E), with respect to any Reinvestment Event, the earlier of (a) the date occurring 360 days after such Reinvestment Event (or, in the case of a Reinvestment Event related to an Asset Sale pursuant to Section 7.5(j), the earlier of (x) the date occurring 540 days after such Reinvestment Event and (y) the date that is 10 Business Days prior to the occurrence of an obligation to make an offer to repurchase notes under the Senior Note Indenture or the Senior Subordinated Note Indenture pursuant to the asset sale or event of loss provisions thereof) and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Financial Information” shall mean, at any date of determination, the Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders on or prior to such date pursuant to, and satisfying all of the requirements of, Section 6.1(b) or 6.1(c) and accompanied by the certificates and other information required to be delivered therewith.

“Required Lenders” shall mean, at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law” shall mean, as to any Person, the Constitutive Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, with respect to the Borrower or any of its Subsidiaries, the chief executive officer, the president, the chief financial officer, the principal accounting officer or the treasurer (or the equivalent of any of the foregoing) or any other officer, partner or member (or person performing similar functions) of the Borrower or any such Subsidiary responsible for overseeing the administration of, or reviewing compliance with, all or any portion of this Agreement or any of the other Loan Documents.

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” on such Lender’s Addendum, in an Increase Joinder or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

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“Revolving Commitment Period” shall mean the period from and including the Closing Date to but excluding the Business Day preceding the Revolving Termination Date.

“Revolving Extensions of Credit” shall mean, as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the LC Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility” shall have the meaning given to such term in the definition of “Facility.”

“Revolving Lender” shall mean each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loans” has the meaning given to such term in Section 2.4(a).

“Revolving Percentage” shall mean, as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis.

“Revolving Termination Date” shall mean October 5, 2011.

“S&P” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Sale and Leaseback Transaction” with respect to any Person means an arrangement to sell or transfer any property, real or personal, used or useful in such Person’s business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of the Borrower and the other Loan Parties under each Specified Swap Agreement and Operating Indebtedness Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

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“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders, each Operating Lender and each party to a Specified Swap Agreement (other than any Group Member) if, in the case of any person not already a party to this Agreement, such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.5, 11.11 and 11.12 as if it were a Lender and as if the fair market value of its Secured Obligations constituted Loans hereunder.

“Security Agreement” shall mean the Security Agreement to be executed and delivered by the Borrower and each Guarantor, substantially in the form of Exhibit A.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 6.12.

“Security Documents” shall mean the collective reference to the Security Agreement, the Mortgages (if any) and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Securities Collateral” shall have the meaning assigned to such term in the Security Agreement.

“Seller” shall have the meaning given to such term in the first recital hereto.

“Senior Note Documents” shall mean the Senior Notes, the Senior Note Indenture, the Senior Note Guarantees and all other documents executed and delivered with respect to the Senior Notes or the Senior Note Indenture.

“Senior Note Guarantees” shall mean the guarantees of the Guarantors pursuant to the Senior Note Indenture.

“Senior Note Indenture” shall mean the indenture dated as of March 22, 2005 by and among the Borrower, the Guarantors named therein and the Bank of New York Trust Company, N.A., as trustee, pursuant to which the Senior Notes were issued.

“Senior Notes” shall mean the 6 ⁵/8% senior notes of the Borrower issued pursuant to the Senior Note Indenture.

“Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes, the Senior Subordinated Note Indenture, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Indenture.

“Senior Subordinated Note Guarantees” shall mean the senior subordinated guarantees of the Guarantors pursuant to the Senior Subordinated Note Indenture.

“Senior Subordinated Note Indenture” shall mean the indenture dated as of March 22, 2005 by and among the Borrower, the Guarantors named therein and the Bank of New York Trust Company, N.A., as trustee, pursuant to which the Senior Subordinated Notes were issued.

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“Senior Subordinated Notes” shall mean the 7 ¹/4% senior subordinated notes of the Borrower issued pursuant to the Senior Subordinated Note Indenture.

“Solvent” shall mean, when used with respect to any Person, that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Special Purpose Licensed Entity” shall mean any Person in a related business of the Borrower and its Subsidiaries that (i) the Borrower and its Subsidiaries are prohibited from engaging in directly under applicable law, including provisions of state law (a) prohibiting the ownership of healthcare facilities by public companies, (b) prohibiting the corporate practice of medicine or (c) otherwise restricting the ability of the Borrower or one of its Subsidiaries to acquire directly a required license to operate a healthcare facility, and (ii) has entered into a transaction or series of transactions with the Borrower or any of its Subsidiaries under which:

(x) the Borrower or any of its Subsidiaries provides management, administrative or consulting services to the Special Purpose Licensed Entity,

(y) the owners of the Special Purpose Licensed Entity are prohibited from transferring any of their interests in the Special Purpose Licensed Entity without the consent of the Borrower or one of its Subsidiaries, and

(z) the Borrower or one of its Subsidiaries has the right to require the owners of the Special Purpose Licensed Entity to transfer all of their interests in the Special Purpose Licensed Entity to a Person designated by the Borrower or one of its Subsidiaries.

“Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

“Specified Change of Control” shall mean a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Note Indenture or the Senior Subordinated Note Indenture.

“Specified Swap Agreement” shall mean any Swap Agreement entered into by the Borrower and any Lender (at the time of the execution of such Swap Agreement) or affiliate thereof in respect of interest rates or currency exchange rates.

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“Subordinated Debt” shall mean the subordinated debt issued or incurred by the Borrower subordinated in right of payment to the payment in full of the Obligations of the Borrower to the Loan Parties under the Loan Documents and other senior obligations of the Borrower; provided that (i) the terms (other than pricing and subordination language, but including without limitation negative covenants) in such subordinated Debt are no more burdensome to the Borrower taken as a whole than the terms of the Senior Subordinated Note Indenture as in effect pursuant to this Agreement at the time such subordinated Debt is incurred, (ii) the interest rate on such subordinated Debt is determined at a market rate for companies of similar credit ratings at the time of issuance thereof, (iii) such subordinated Debt shall not be guaranteed by any Subsidiaries that are not Guarantors hereunder, (iv) such subordinated Debt does not provide for any scheduled payment or mandatory prepayment of principal earlier than six months after the Tranche B Term Loan Maturity Date, other than (x) redemptions made at the option of the holders of such subordinated Debt upon a change in control of the Borrower in circumstances that would also constitute a Change of Control under this Agreement (provided that any such redemption cannot be made fewer than 30 days after such change in control and that any such redemption is fully and absolutely subordinated to the indefeasible payment in full of all principal, interest and other amounts under the Loan Documents) and (y) mandatory prepayments required as a result of asset dispositions if such subordinated Debt allows the Borrower to satisfy such mandatory prepayment requirement by prepayment of Loans under this Agreement or other senior obligations of the Borrower or reinvestment of the asset disposition proceeds within a specified period of time, and (v) the subordination provisions in such subordinated Debt are either (A) reasonably satisfactory to the Administrative Agent or (B) confirmed by a nationally recognized investment bank (that is not the Administrative Agent) as market terms and conditions at such time for similar debt securities issued by Persons whose debt securities have credit ratings not greater than that of the Borrower.

“Subordinated Debt Documents” shall mean any indentures or other agreements, instruments and other documents pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of such Subordinated Debt, in each case as such agreement, instrument or other document may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Loan Documents.

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, (i) any corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, Controlled or held by the parent and/or one or more subsidiaries of the parent and (ii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent; provided, however, that entities shall not be deemed Subsidiaries so long as the assets of each such entity do not exceed $25,000. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Borrower.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days

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prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of a type reasonably requested by the Collateral Agent or (b) otherwise acceptable to the Collateral Agent.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement.”

“Swingline Commitment” shall mean the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $50,000,000.

“Swingline Lender” shall mean JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans.

“Swingline Loans” shall have the meaning given to such term in Section 2.6.

“Swingline Participation Amount” shall have the meaning given to such term in Section 2.7(c).

“Syndication Agent” shall have the meaning given to such term in the preamble hereto.

“Tangible Assets” shall mean, with respect to any Person, such Person’s net assets as determined in accordance with GAAP (and if applicable as appearing within the Required Financial Information) minus goodwill and other intangible assets.

“Taxes” shall mean (i) all present or future income, stamp or other taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and (ii) all transferee, successor, joint and several, contractual or other liability (including, without limitation, liability pursuant to Treas. Reg. §1.1502-6 (or any similar state, local or foreign provision)) in respect of any items described in clause (i).

“Term Lenders” shall mean the collective reference to the Tranche A Term Lenders and the Tranche B Term Lenders.

“Term Loans” shall mean the collective reference to the Tranche A Term Loans and Tranche B Term Loans.

“Title Company” shall mean any title insurance company as shall be retained by the Borrower and reasonably acceptable to the Administrative Agent.

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“Total Revolving Commitments” shall mean, at any time, the aggregate amount of the Revolving Commitments then in effect. The original amount of the Total Revolving Commitments is $250,000,000.

“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Tranche A Term Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Tranche A Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Tranche A Term Commitment” on such Lender’s Addendum. The original aggregate amount of the Tranche A Term Commitments is $350,000,000.

“Tranche A Term Facility” shall have the meaning given to such term in the definition of “Facility.”

“Tranche A Term Lender” shall mean each Lender that has a Tranche A Term Commitment or that holds a Tranche A Term Loan.

“Tranche A Term Loan” shall have the meaning given to such term in Section 2.1.

“Tranche A Term Percentage” shall mean, as to any Tranche A Term Lender at any time, the percentage which such Lender’s Tranche A Term Commitment then constitutes of the aggregate Tranche A Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding).

“Tranche B Prepayment Amount” shall have the meaning given to such term in Section 2.11(e).

“Tranche B Term Commitment” shall mean, as to any Lender, the obligation of such Lender, if any, to make a Tranche B Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading “Tranche B Term Commitment” on such Lender’s Addendum or in an Increase Joinder. The original aggregate amount of the Tranche B Term Commitments is $2,450,000,000.

“Tranche B Term Facility” shall have the meaning given to such term in the definition of “Facility.”

“Tranche B Term Lender” shall mean each Lender that has a Tranche B Term Commitment or that holds a Tranche B Term Loan.

“Tranche B Term Loan” shall have the meaning given to such term in Section 2.1.

“Tranche B Term Loan Maturity Date” shall mean October 5, 2012.

“Tranche B Term Percentage” shall mean, as to any Tranche B Lender at any time, the percentage which such Lender’s Tranche B Term Commitment then constitutes of the aggregate Tranche B Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding).

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“Transaction Documents” shall mean the Acquisition Documents, the Senior Subordinated Note Documents, the Senior Note Documents and the Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (c) the Refinancing; (d) the issuance of the Senior Notes and the Senior Subordinated Notes; and (e) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

“Transferee” shall mean any Assignee or Participant.

“Transferred Guarantor” shall have the meaning given to such term in Section 10.9.

“Tricare” shall mean the managed health care program that is established by the Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. §1071 et seq.) for members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of health care services under the Civilian Health and Medical Program of the Uniformed Services.

“Type” shall mean, as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“Unaudited Financial Statements” shall have the meaning given to such term in Section 5.1(c).

“United States” shall mean the United States of America.

“Voting Interests” shall mean shares of Capital Stock issued by a corporation, or equivalent Capital Stock of any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Wholly Owned Subsidiary” shall mean, as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Withdrawal Liability” shall have the meaning specified in Part I of Subtitle E of Title IV of ERISA.

1.2 Classification of Loans. For purposes of this Agreement, Loans may be classified and referred to by Facility (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Facility and Type (e.g., a “Eurodollar Revolving Loan”).

1.3 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition

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of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.”

1.4 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For the avoidance of doubt, Persons that are not Subsidiaries shall not be included in any calculation relevant to Section 7.16.

1.5 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Lender severally agrees to make a term loan (a “Tranche A Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche A Term Commitment of such Lender and (b) each Tranche B Term Lender severally agrees to make a term loan (a “Tranche B Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

2.2 Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York City time, (a) three Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the anticipated Closing Date, in the case of ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date

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and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

2.3 Repayment of Term Loans.

(a) The Tranche A Term Loan of each Tranche A Lender shall mature in 23 consecutive quarterly installments and on October 5, 2011, in an amount equal to such Lender’s Tranche A Term Percentage multiplied by the amount set forth below opposite such installment:

Installment Due Date	Principal Amount
December 31, 2005	$	8,750,000
March 31, 2006	$	8,750,000
June 30, 2006	$	8,750,000
September 30, 2006	$	8,750,000
December 31, 2006	$	8,750,000
March, 31, 2007	$	8,750,000
June 30, 2007	$	8,750,000
September 30, 2007	$	8,750,000
December 31, 2007	$	13,125,000
March 31, 2008	$	13,125,000
June 30, 2008	$	13,125,000
September 30, 2008	$	13,125,000
December 31, 2008	$	13,125,000
March 31, 2009	$	13,125,000
June 30, 2009	$	13,125,000
September 30, 2009	$	13,125,000
December 30, 2009	$	21,875,000
March 31, 2010	$	21,875,000
June 30, 2010	$	21,875,000
September 30, 2010	$	21,875,000
December 31, 2010	$	21,875,000
March 31, 2011	$	21,875,000
June 30, 2011	$	21,875,000
October 5, 2011	$	21,875,000

(b) The Tranche B Term Loan of each Tranche B Lender shall mature in 27 consecutive quarterly installments and on the Tranche B Term Loan Maturity Date, in an amount equal to such Lender’s Tranche B Term Percentage multiplied by the amount set forth below opposite such installment:

Installment Due Date	Principal Amount
December 31, 2005	$	6,125,000
March 31, 2006	$	6,125,000
June 30, 2006	$	6,125,000
September 30, 2006	$	6,125,000
December 31, 2006	$	6,125,000
March, 31, 2007	$	6,125,000
June 30, 2007	$	6,125,000
September 30, 2007	$	6,125,000
December 31, 2007	$	6,125,000
March 31, 2008	$	6,125,000
June 30, 2008	$	6,125,000
September 30, 2008	$	6,125,000
December 31, 2008	$	6,125,000
March 31, 2009	$	6,125,000
June 30, 2009	$	6,125,000
September 30, 2009	$	6,125,000
December 30, 2009	$	6,125,000
March 31, 2010	$	6,125,000
June 30, 2010	$	6,125,000
September 30, 2010	$	6,125,000
December 31, 2010	$	6,125,000
March 31, 2011	$	6,125,000
June 30, 2011	$	6,125,000
September 30, 2011	$	6,125,000
December 31, 2011	$	575,750,000
March 31, 2012	$	575,750,000
June 30, 2012	$	575,750,000
Tranche B Term Loan Maturity Date	$	575,750,000

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2.4 Revolving Commitments.

(a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided that no more than $100.0 million may be borrowed on the Closing Date to fund the Acquisition. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12.

(b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.

2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing

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Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

2.6 Swingline Commitment.

(a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time after the Closing Date and during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.

(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans.

(a) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy of a Borrowing Request), not later than 2:00 P.M., New York City time, on the day (which shall be a Business Day during the Revolving Commitment Period) of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 3.5, by remittance to the Issuing Bank) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan. Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof.

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(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 2:00 P.M., New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans; provided that, notwithstanding the foregoing, no Revolving Lender shall be obligated to make any Revolving Loan if after giving effect to the making of such Revolving Loan the outstanding amount of Revolving Extensions of Credit of such Lender exceed such Lender’s Revolving Commitment (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8.1(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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2.8 Commitment Fees, etc.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.

(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent.

(c) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

(d) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses (including issuance fees) as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

2.9 Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, a whole multiple thereof, or the remaining aggregate amount of the Revolving Commitments, and shall reduce permanently the Revolving Commitments then in effect.

2.10 Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the installment or installments of the respective tranches of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or ABR Loans (it being understood that the Borrower may elect to prepay one tranche of Term Loans without prepaying another); provided, that in the case of Swingline Loans notice may be given no later than 2:00 p.m. New York City time on the date of prepayment; and provided further that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is

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given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a tranche of Term Loans or of Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.11 Mandatory Prepayments and Commitment Reductions.

(a) If any Redeemable Preferred Interests or Debt shall be issued or incurred by any Group Member (excluding any Debt incurred in accordance with Section 7.2 (other than Section 7.2(q) and, to the extent clause (x) thereof is not complied with, Section 7.2(l)) or any initial cash proceeds that are related to a financing of a fixed principal amount of Receivables Assets or any initial incremental cash proceeds that are related to financing an increased fixed principal amount of Receivables Assets shall be received by Borrower or any of its subsidiaries in connection with a Permitted Receivables Financing, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d). If any Capital Stock other than Redeemable Preferred Interests or Excluded Issuances shall be issued by the Borrower, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided that this sentence shall not be applicable to any issuance of Capital Stock of the Borrower if the Leverage Ratio as of the most recent Measurement Period was less than 3.25 to 1.00.

(b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans and the Revolving Loans as set forth in Section 2.11(d).

(c) If, for any Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.11(d). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(b), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.11 shall be applied, first, to the prepayment of the Term Loans in accordance with Section 2.17(b) and, second, to reduce the Swingline Loans and then Revolving Loans without a permanent reduction of the Revolving Commitments. The application of any prepayment pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(e) Notwithstanding anything to the contrary in Section 2.11(d) or 2.17, with respect to the amount of any mandatory prepayment described in Section 2.11 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B

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Term Loans, as provided in Section 2.11(d) above, on the date specified in Section 2.11 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Lender a Prepayment Option Notice, which shall be in the form of Exhibit G, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is 10 Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans as described above in respect of which such Lenders have accepted prepayment (it being understood that a failure to respond to a Prepayment Option Notice shall be deemed an acceptance of the prepayment referenced therein) and (ii) the Borrower shall pay to the Tranche A Lenders an amount equal to the portion of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

(f) Revolving Loan Prepayments.

(i) In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10.

(ii) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the sum of the Revolving Extensions of Credit after giving effect thereto and (y) if the sum of the Revolving Extensions of Credit would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that the sum of all Lenders’ Revolving Extensions of Credit exceeds the Revolving Commitments then in effect, the Borrower shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

(iv) In the event that the aggregate LC Obligations exceeds the LC Commitment then in effect, the Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 3.10, in an aggregate amount sufficient to eliminate such excess.

(g) Prepayment Premium. Any prepayment of the Tranche B Term Loans prior to June 15, 2006 with the proceeds of an offering or incurrence of Debt (other than a Permitted Receivables Financing) shall be accompanied by a premium equal to 1% of the aggregate principal amount of the Tranche B Term Loans prepaid.

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2.12 Conversion and Continuation Options.

(a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election pursuant to an Interest Election Request no later than 2:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 2:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent pursuant to an Interest Election Request, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time.

2.14 Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), (b) or (g), if all or a portion of the principal amount of any Loan or Reimbursement Obligation or any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or

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otherwise), such overdue amount shall bear interest at a rate per annum equal to the greater or (i) the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%) and (ii) the actual rate applicable to such amount plus 2%, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.15 Computation of Interest and Fees.

(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

2.16 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

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2.17 Pro Rata Treatment and Payments.

(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche A Term Percentages, Tranche B Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (except as otherwise provided in Section 2.11(e) and except that an optional prepayment pursuant to Section 2.10 need only be made pro rata according to the respective outstanding principal amounts of the Term Loans of the applicable tranche being prepaid then held by the Term Lenders). The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans and Tranche B Term Loans, as the case may be, pro rata based upon the respective then remaining principal amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower.

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(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.18 Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.19 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation Controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of

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Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) Each request by a Lender for the payment of an additional amount under this Section 2.18 shall be accompanied by a certificate showing in reasonable detail the method of calculation and the allocation (which shall be reasonable) thereof. Such certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.19 Taxes.

(a) All payments made by any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding overall net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender by a jurisdiction as a result of the recipient being organized or having its principal office or, in the case of any Lender, having its applicable lending office in such jurisdiction. If any such non-excluded Taxes (“Non-Excluded Taxes”) or Other Taxes are required to be withheld or deducted from any amounts payable (which shall include deductions applicable to additional sums payable under this Section) to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) or (f) of this Section or (ii) that are United States federal withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (“Additional Excluded Taxes”), except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph; provided that this subclause (ii) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 11.7.

(b) In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower and the Guarantors shall indemnify the Administrative Agent, or the affected Lender, as applicable, within 10 days after demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes, but excluding Additional Excluded Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section, but excluding Additional Excluded Taxes) paid by the Administrative Agent or such Lender, as the case may

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be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Non-Excluded Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Lender that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit J and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s sole judgment such completion, execution or submission would not be materially disadvantageous to such Lender and would not materially prejudice the legal position of such Lender.

(g) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any

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penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to the Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Non-Excluded Taxes or Other Taxes had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(h) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.20 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.21 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22 Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a), (b) defaults in its obligation to make Loans hereunder, with a replacement financial institution or (c) is replaced pursuant to the third paragraph of Section 11.1; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) if applicable, prior to any such replacement, such Lender shall not have taken appropriate action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iv) the replacement financial institution shall purchase, at par, all Loans and

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other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and by its execution of this Agreement each Lender hereby authorizes the Administrative Agent to act as its agent in executing any documents to replace such Lender in accordance with this Section 2.22, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.23 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Termination Date, (ii) to the Administrative Agent for the account of each Lender the Term Loans in accordance with Section 2.3 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan in accordance with Section 2.6(b).

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.24 Increase in Commitments.

(a) The Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan

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Commitment”) by an amount not in excess of $500,000,000 in the aggregate (for both of clauses (x) and (y)) and not less than $100,000,000 individually. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:

(i) each of the conditions set forth in Section 5.2 shall be satisfied;

(ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16;

(iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and

(v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows:

(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche B Term Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);

(ii) all terms and provisions (including maturity date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans;

(iii) the weighted average life to maturity of all new Term Loans shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans;

(iv) the maturity date of Incremental Term Loans shall not be earlier than the Tranche B Term Loan Maturity Date; and

(v) the Applicable Margins for the new Term Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the new Term Loans shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to Tranche B Term Loans plus 50 basis points (and the Applicable Margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing).

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The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24.

(d) To the extent the Commitments being increased on the relevant Increase Effective Date are Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in LC Obligations and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increased Revolving Commitments.

(e) On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment.

(f) The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 10 hereof and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such class of Term Loans or any such new Commitments.

SECTION 3

LETTERS OF CREDIT

3.1 LC Commitment.

(a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4, agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the LC Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is fifteen Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

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(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

3.2 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice pursuant to an LC Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(a)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit an Application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Obligations shall not exceed $125,000,000 and (ii) the Available Revolving Commitments would not be less than zero.

3.3 Fees and Other Charges. The Borrower shall pay the fees specified in Section 2.8.

3.4 Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s Revolving Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed by the Borrower on the date due as provided in Section 3.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

3.5 Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., New York City time, on the

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date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon, New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 12:00 noon, New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.5 or 2.6 that such payment be financed with an ABR Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.5 (without regard to minimum amounts) and Section 2.17(e) with respect to Loans made by such Revolving Lender (and such Sections shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Revolving Lenders and the Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

3.6 Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 3.5 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing

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Lender (as finally determined by a court of competent jurisdiction), the Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

3.7 Disbursement Procedures. The Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and the Revolving Lenders with respect to any such LC Disbursement.

3.8 Interim Interest. If the Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 3.5, then Section 2.14(c) shall apply. Interest accrued pursuant to this Section shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 3.5 to reimburse the Issuing Lender shall be for the account of such Revolving Lender to the extent of such payment.

3.9 Replacement of the Issuing Lender. The Issuing Lender may be replaced at any time with another party eligible to become the Issuing Lender as provided herein, by written notice given by the Borrower (with the approval of the successor Issuing Lender and the Administrative Agent) to the replaced Issuing Lender; provided that prior to such replacement all Letters of Credit issued by the replaced Issuing Lender are terminated or cash collateralized on terms satisfactory to the replaced Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 3.3). From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

3.10 Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Obligations representing greater than 50% of the total LC Obligations) demanding the deposit of cash collateral pursuant to this Section, the Borrower shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash equal to 105% of the LC Obligations as of

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such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 8.1(g). Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Obligations representing greater than 50% of the total LC Obligations), be applied to satisfy other obligations of the Borrower under this Agreement, and any surplus remaining shall be returned to the Borrower after all Events of Default triggering such deposit cease to exist. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 4

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Lender and each of the Lenders (with references to the Group Members being references thereto after giving effect to the Transactions unless otherwise expressly stated) that:

4.1 Organization; Power. Each Loan Party and each of its Subsidiaries (i) is duly organized, validly existing and in good standing (if such concept is applicable) under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign business enterprise (if such concept is applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Material Adverse Effect and (iii) has all requisite power and authority (including, without limitation, all material Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

4.2 Capital Stock; Subsidiaries. Set forth on Schedule 1(a) to the Perfection Certificate is a complete and accurate list of all Subsidiaries of the Borrower, showing as of the date hereof (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 5.1(b) is a true and correct copy of each such document, each of which is valid and in full force and effect. Schedule 10(a) to the Perfection Certificate shows the number of shares or other units of each class of each Subsidiary’s Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Capital Stock owned (directly or indirectly) by the Borrower or any Subsidiary thereof and the number of shares or other units covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof, except for any obligations or

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rights of the Borrower or any of its Subsidiaries to acquire any minority interest in any Subsidiary of the Borrower that is a partnership or a limited liability company. All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or one or more of its Subsidiaries, is free and clear of all Liens, except those created under the Security Documents or Permitted Liens.

4.3 Authorization; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which it is or is to be a party, and the consummation of the Transactions, are within such Loan Party’s corporate, partnership or limited liability company powers, as applicable, have been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any Requirements of Law, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party or any of its properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party. No Loan Party is in violation of any such Requirements of Law, the violation of which would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

4.4 No Approvals. No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transactions, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (iii) the perfection or maintenance of the Liens created under the Security Documents on such of the Collateral located in the United States in which a Lien may be perfected by the filing of financing statements, the recordation of security agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office or the delivery of Collateral (including the first priority nature thereof) or (iv) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except for (A) the authorizations, approvals, filings and actions described on Schedule 4.4 hereto, all of which either (i) have been duly obtained and are in full force and effect or will be obtained and in full force and effect prior to the Closing Date or (ii) the failure to obtain could not reasonably be expected to result in a Material Adverse Effect, (B) filings, notices, recordings and other similar actions necessary for the creation or perfection of the Liens and security interests contemplated by the Loan Documents and (C) the actions required by laws generally with respect to the exercise by secured creditors of their rights and remedies. Except as specified on Schedule 4.4 hereto applicable waiting periods in connection with the Transactions have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

4.5 Enforceability. This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.

4.6 Litigation. There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Loan Parties, threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transactions, except as disclosed prior to the Closing Date in the Borrower’s filings made with the SEC.

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4.7 Financial Statements; Projections.

(a) Historical Financial Statements. Borrower has heretofore delivered to the Lenders the Consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower (i) as of and for the fiscal years ended December 31, 2004, December 31, 2003 and December 31, 2002, audited by and accompanied by the unqualified opinion of KPMG LLP, independent public accountants, and (ii) as of and for the three-month period ended March 31, 2005 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 6.1(b) and (c) have been prepared in accordance with GAAP and present fairly and accurately the financial condition and results of operations and cash flows of Borrower as of the dates and for the periods to which they relate except, in the case of interim financial statements, for the absence of footnotes and the same being subject to year end audit adjustments. Borrower has heretofore delivered to the Lenders the Consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business (i) as of and for the fiscal years ended December 31, 2004, December 31, 2003 and December 31, 2002, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers LLP, independent public accountants. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately the financial condition and results of operations and cash flows of the Acquired Business as of the dates and for the periods to which they relate.

(b) No Liabilities. Except as set forth in the financial statements referred to in Section 4.7(a), there are no liabilities of any Group Member of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Senior Note Documents and the Senior Subordinated Note Documents. Since December 31, 2004 there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (excluding the Borrower’s entering into the Loan Documents, the Senior Note Documents and the Senior Subordinated Note Documents), provided that the representation and warranty in this sentence shall only be effective after the initial Credit Extension.

(c) Pro Forma Financial Statements. Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma condensed consolidated balance sheet and statement of income and pro forma EBITDA for the fiscal year ended December 31, 2004, after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

(d) Forecasts. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable.

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4.8 Properties.

(a) Generally. Each Group Member has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Permitted Liens (or in the case of Collateral, Permitted Collateral Liens) and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property of the Group Members, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Group Members as presently conducted.

(b) Real Property. Schedule 4.8 contains a true and complete list of each interest in Real Property (i) owned by any Group Member as of the date hereof and describes the type of interest therein held by such Group Member and whether such owned Real Property is leased and (ii) leased, subleased or otherwise occupied or utilized by any Group Member, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Group Member.

(c) No Recovery Event. No Group Member has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Recovery Event affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with Section 6.5(d).

(d) Collateral. Each Group Member owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Group Member’s business as currently conducted. The use by each Group Member of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Group Member’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.9 Intellectual Property.

(a) Ownership/No Claims. Each Loan Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Registrations. On and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other person to use, any copyright, patent or trademark (as such terms are defined in the Security Agreement) listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect.

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(c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party.

4.10 No Material Misstatements. Neither the Confidential Information Memorandum nor any other information, exhibit or report furnished by any Loan Party to any Agent or any Lender in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading, except with respect to any projections or forecasts contained in such materials, the Group Members represent only that the same were prepared in good faith on the basis of assumptions believed to be reasonable.

4.11 Margin Stock. No Group Member is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loan or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, except for purchases of the Borrower’s Capital Stock permitted by Section 7.7.

4.12 Investment Company Act; Public Utility Holding Company Act. Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. Neither any Loan Party nor any of its Subsidiaries is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. Neither the making of any Loans, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents and Transaction Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

4.13 Solvency. Each Loan Party is, individually and together with its Subsidiaries, Solvent (both before and after any applicable Credit Extension).

4.14 Employee Benefit Plans. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a material liability of any Loan Party.

(ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability exceeding $100,000 to any Multiemployer Plan.

(iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

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(v) Each Loan Party is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan.

(vi) The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to have a Material Adverse Effect.

(vii) The Loan Parties do not maintain or contribute to any plan, program, policy, arrangement or agreement with respect to employees (or former employees) employed outside the United States.

4.15 Environmental Laws.

(i) The operations and properties of each Loan Party comply with all applicable Environmental Laws and Environmental Permits, except where any such failure to comply would not be reasonably expected to have a Material Adverse Effect; all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, except where any such failure to comply would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; no Environmental Action is pending or, to the Loan Parties’ knowledge threatened, against any Loan Party; and no circumstances exist that could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of properties currently owned or operated by any of them that could, individually or in the aggregate, have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(ii) None of the properties currently or, to Borrower’s knowledge formerly, owned or operated by any Loan Party is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or, to the Loan Parties’ knowledge, is adjacent to any such property; and except to the extent that any of the following would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) there are no and, to the Loan Parties’ knowledge, never have been any underground or aboveground storage tanks or related piping or any surface impoundments, land disposal areas, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or, to their knowledge, on any property formerly owned or operated by any Loan Party, (B) there is no asbestos or asbestos-containing material on or at any facility or property currently owned or operated by any Loan Party, and (C) Hazardous Materials have not been released, discharged or disposed of on, at, under or from any property currently or, to Borrower’s knowledge formerly owned or operated by any Loan Party.

(iii) No Loan Party is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any location; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party have been disposed of in a manner that could not reasonably be expected to result in liability to any Loan Party that, individually or in the aggregate, would have a Material Adverse Effect.

4.16 Taxes. Each Loan Party and each of its Affiliates has duly filed, has caused to be duly filed or has been included in all tax returns (Federal, state, local and foreign) required to be filed and has

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paid all Taxes whether or not shown to be due on a tax return, together with applicable interest and penalties. Each Loan Party and each of its Affiliates has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Loan Party and each of its Affiliates is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Loan Party and or any of its Affiliates has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or Section 6111(d) of the Code as in effect immediately prior to the enactment of the American Jobs Creation of 2004, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

4.17 Government Programs; Medicare/Medicaid/Tricare. (a) The dialysis facilities operated by each Group Member (the “Dialysis Facilities”) are qualified for participation in the Medicare programs and the Medicaid programs and Tricare programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Medicare program for services rendered to qualified Medicare beneficiaries, and comply in all material respects with the conditions of participation in all Government Reimbursement Programs in which they participate or have participated, except for the fact that Dialysis Facilities (i) newly developed by Group Members may from time to time be awaiting an initial Medicare certification and/or initial Medicare or Medicaid provider number in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt of such certification and/or provider number and (ii) acquired by Group Members may from time to time be awaiting a Medicare or Medicaid provider number issued in the name of such Group Member in accordance with normal business practice because of standard waiting times between the proper timely filing of the relevant documents therefor and the receipt of such provider number. There is no pending or, to the Loan Parties’ knowledge, threatened proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) any Group Member’s qualification or right to participate in any Government Reimbursement Program in which it participates or has participated, (ii) the compliance or non-compliance by any Group Member with the terms or provisions of any Government Reimbursement Program in which it participates or has participated, or (iii) the right of any Group Member to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which it participates or has participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to (x) have a Material Adverse Effect or (y) result in Consolidated net operating revenues for any (including any future) four fiscal quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for the immediately preceding four fiscal quarter period of the Borrower.

(b) No Group Member nor any of their respective officers or directors has, on behalf of any Group Member, (A) knowingly or willfully violated the federal Medicare and Medicaid statutes, 42 U.S.C. § 1320a-7a, § 1320a-7b, § 1395nn, or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (a) in return for referring an individual to a Person for the furnishing or

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arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, or (b) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or other applicable government payers, (B) knowingly presented or caused to be presented a claim for a medical or other item or service that was not provided as claimed, or was for a medical or other item or service and the person knew or should have known the claim was false or fraudulent or (C) except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, presented or caused to be presented a claim to any individual, third party payor or other entity for a designated health service furnished pursuant to a referral by a physician if the physician (or an immediate family member) had a financial relationship with the Borrower or any of its subsidiaries for which there was no permissible exception. Neither the Borrower nor any of its Subsidiaries, nor any of their respective officers or directors, on behalf of the Borrower or any of its Subsidiaries, has violated the federal false claims act, 31 U.S.C. §3729, including, but not limited to, by (i) knowingly presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly making, using or causing to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government or (iii) conspiring to defraud the government by getting a false or fraudulent claim paid. With respect to this Section, knowledge of an individual director or officer of a Group Member of any of the events described in this Section shall not be imputed to a Group Member unless such knowledge was obtained or learned by the director or officer in his or her official capacity as a director or officer of a Group Member.

4.18 Subordination of Subordinated Debt. The subordination provisions of (i) the Senior Subordinated Note Indenture and the Subordinated Debt Documents, (ii) the Senior Subordinated Notes and any Subordinated Debt now existing or hereafter incurred or assumed by any Loan Party and (iii) the Senior Subordinated Note Guarantees and any guarantee by any Loan Party of any Subordinated Debt will be enforceable against the holders thereof, and the Secured Obligations will constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (or any comparable terms) as defined in such provisions.

4.19 Agreements. No Group Member is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. No Group Member is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Debt, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

4.20 Use of Proceeds. Borrower will use the proceeds of (a) the Term Loans to finance the Transactions and pay related fees and expenses and (b) the Revolving Loans and Swingline Loans on and after the Closing Date for general corporate purposes; provided that no more than $100.0 million may be borrowed on the Closing Date to fund the Acquisition.

4.21 Labor Matters. As of the date hereof and the Closing Date, there are no strikes, lockouts or slowdowns against any Group Member pending or, to the knowledge of any Group Member, threatened. The hours worked by and payments made to employees of any Group Member have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Group Member, or for which any claim may be made against any Group Member, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Group Member except where

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the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Group Member is bound.

4.22 Insurance. All insurance maintained by the Group Members is in full force and effect, all premiums have been duly paid, no Group Member has received notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no default under any Insurance Requirement. Each Group Member has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

4.23 Security Documents.

(a) Security Agreement. The Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction) in each case subject to no Liens other than Permitted Collateral Liens.

(b) Copyright Office Filing. When the Security Agreement or a short form thereof is filed in the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Registered Copyrights and Registered Copyright Licenses (each as defined in such Security Agreement), in each case subject to no Liens other than Permitted Collateral Liens.

(c) Mortgages. Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 8(a) to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.12 and 6.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.12 and 6.13, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(d) Valid Liens. Each Security Document delivered pursuant to Sections 6.12 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law, such Security

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Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

4.24 Acquisition Documents; Representations and Warranties in Acquisition Agreement. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Closing Date. All representations and warranties of each Group Member set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

4.25 Anti-Terrorism Law. No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person owned or Controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

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SECTION 5

CONDITIONS PRECEDENT

5.1 Conditions to Initial Credit Extension. The obligation of each Lender and, if applicable, the Issuing Lender to fund the initial Credit Extension requested to be made by it shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1.

(a) Loan Documents. All legal matters incident to this Agreement, the Credit Extensions hereunder and the other Loan Documents shall be satisfactory to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents and the Perfection Certificate.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Constitutive Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(iii) such other documents as the Lenders, the Issuing Lender or the Administrative Agent may reasonably request (including foreign qualification certificates and bring-down good standing certificates).

(c) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 5.1 and Sections 5.2(b), (c) and (d).

(d) Financings and Other Transactions, Etc.

(i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent.

(ii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory

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to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

(e) Financial Statements. The Administrative Agent shall have received and shall be satisfied in its commercially reasonable judgment with, unaudited consolidated balance sheets and related statements of income, stockholder’s equity and cash flows of the Acquired Business for each fiscal quarter ending after December 31, 2004 through and including every fiscal quarter ending more than 35 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”) (with respect to which the independent auditors shall have performed the procedures specified by the Public Company Accounting Oversight Board for a review of interim financial information as described in AU 722). The Unaudited Financial Statements shall be prepared in accordance with GAAP, except for the absence of footnotes and the same being subject to year end audit adjustments. For purposes of the foregoing, the Administrative Agent shall be deemed to be satisfied with the Unaudited Financial Statements if the financial information so received does not reflect any change in the consolidated results of operations or financial condition of the Acquired Business which change, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on the Acquired Business.

(f) Debt and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no Group Member shall have outstanding any Debt or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Senior Notes, the Senior Subordinated Notes, the Senior Note Guarantees and the Senior Subordinated Note Guarantees, (iii) the Debt listed on Schedule 7.2(b) and (iv) Debt owed to the Borrower or any Guarantor.

(g) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Lender, a favorable written opinion of (i) Bingham McCutchen LLP, special counsel for the Loan Parties, (ii) Joseph Schohl, General Counsel of the Borrower, and (iii) McDermott Will & Emery, special regulatory counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing Lender and the Lenders and (C) covering the matters set forth in Exhibit F-1, F-2 or F-3 as applicable, and such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request.

(h) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit C, dated the Closing Date and signed by the chief financial officer of the Borrower.

(i) Requirements of Law. Except (i) as would not adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, the Acquisition Agreement and the Acquisition Documents, (ii) as would not have a material adverse effect on the consolidated results of operations or consolidated financial condition of the Borrower and its Subsidiaries taken as a whole or the Acquired Business taken as a whole and (iii) for the “Disputed Conduct” (as defined in the Acquisition Agreement) and any conduct of the Acquired Business or its subsidiaries covered by the “EDNY Inquiry” (as defined in the Acquisition Agreement), (x) the Borrower and its Subsidiaries and the Acquired Business shall have each conducted and continue to conduct their business activities in accordance with all “Laws” and “Governmental Orders” (each as defined in the Acquisition Agreement) applicable to the Borrower, the Acquired Business or any of their respective Subsidiaries, and none of the

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Borrower, the Acquired Business or their respective Subsidiaries shall be in violation of any Law or Governmental Order and (y) all necessary governmental and necessary or material third party approvals and consents in connection with the Transactions shall have been obtained and shall be in effect. No “Action” (as defined in the Acquisition Agreement) initiated by any “Governmental Authority” (as defined in the Acquisition Agreement) against the Borrower or the Seller seeking to prohibit the Transactions shall be pending. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the Transactions illegal or otherwise prohibiting the consummation of the Transactions.

(j) Fees. The arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the invoiced legal fees and expenses of Cahill Gordon & Reindel LLP, special counsel to the Agents, and the invoiced fees and expenses of any local counsel, special regulatory counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by the Borrower on or prior to the Closing Date hereunder or under any other Loan Document.

(k) Personal Property Requirements. The Collateral Agent shall have received:

(i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii) the Intercompany Note executed by and among the Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;

(iii) all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all concentration Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement and to the extent required by the Security Agreement);

(iv) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents;

(v) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent); and

(vi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

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(l) [Intentionally Omitted].

(m) Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.5 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

(n) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, including, without limitation, the information described in Section 11.17.

(o) HIPAA. Each Group Member shall have entered into a Business Associate Agreement (a “Business Associate Agreement”) defined under the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 reasonably acceptable to the Administrative Agent and the Collateral Agent that permits disclosure to the Administrative Agent and the Collateral Agent of any protected health information (as defined in HIPAA) that may be associated with the Collateral.

5.2 Conditions to All Credit Extensions. The obligation of each Lender and each Issuing Lender to make any Credit Extension (including the initial Credit Extension) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agent shall have received a notice as required by Section 2.2 or 2.5 if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Lender and the Administrative Agent shall have received an Application or notice as required by Section 3.2 or, in the case of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice as required by Section 2.7.

(b) No Default. At the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Section 4 hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

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Each notice of borrowing or an Application and the acceptance by the Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by the Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 5.2(b) - (d) have been satisfied. The Borrower shall provide such information (including calculations in reasonable detail of the covenants in Section 7.16 as the Administrative Agent may reasonably request to confirm that the conditions in Sections 5.2(b) - (d) have been satisfied.

SECTION 6

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

6.1 Reporting Requirements. The Borrower will furnish to the Administrative Agent (for distribution to the Agents and Lenders):

(a) Default Notice. As soon as possible and in any event within five days after the Borrower knows or reasonably should have known of the occurrence of a Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default or other event, development or occurrence and the action that the Borrower has taken and proposes to take with respect thereto.

(b) Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of KPMG LLP or other independent public accountants of recognized national standing, together with (i) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

(c) Quarterly Financials. As soon as available and in any event within 45 days (or such earlier date on which the Borrower is required to file form 10-Q under the Exchange Act) after the end of each of the first three Fiscal Quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and

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Consolidated and consolidating statements of income for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles (except that such financial statements may not contain all required notes and may be subject to year end audit adjustments) and having been subject to a SAS 100 or equivalent review by KPMG LLP or other independent public accountants of recognized national standing, together with (i) a certificate of said officer stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) a Compliance Certificate.

(d) Annual Forecasts. As soon as available and in any event no later than 30 days after the end of each Fiscal Year, forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent, of Consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries on a quarterly basis for the Fiscal Year following such Fiscal Year and on an annual basis for each Fiscal Year thereafter through the year of the Revolving Termination Date.

(e) Litigation. (i) Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings by on behalf of or before any Governmental Authority or arbitrator, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.6, and (ii) prompt written notice of: (A) any citation, summons, subpoena, order to show cause or other document naming the Borrower or any of its Subsidiaries a party to any proceeding by on behalf of or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect or that expressly calls into question the validity or enforceability of any of the Loan Documents, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other document, (B) any lapse or other termination of any material Intellectual Property, license, permit, franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Person or Governmental Authority, or (C) any refusal by any Person or Governmental Authority to renew or extend such material Intellectual Property, license, permit, franchise or other authorization, in the case of (B) and (C), which lapse, termination or refusal could reasonably be expected to have a Material Adverse Effect.

(f) Securities Reports. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements, that any Loan Party or any of its Subsidiaries files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange.

(g) ERISA.

(i) ERISA Events and ERISA Reports. (A) Promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and

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proposes to take with respect thereto and (B) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

(ii) Plan Terminations. Promptly and in any event within two Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan.

(iii) Plan Annual Reports. Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan.

(iv) Multiemployer Plan Notices. Promptly and in any event within five Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by such Loan Party or any ERISA Affiliate in connection with any event described in clause (A) or (B).

(h) Environmental Conditions. Promptly after the assertion or occurrence thereof, notice of any Environmental Action against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(i) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 6.1(b), a certificate of the chief financial officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement.

(j) Organizational Documents. Promptly provide copies of any Constitutive Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of default given or received by any Group Member under any Constitutive Document within 15 days after such Group Member gives or receives such notice.

(k) Regulatory Notice. Promptly provide notice that any Loan Party knows or has reason to know (A) that Dialysis Facilities have lost their qualification to participate in Government Reimbursement Programs as would have a Material Adverse Effect, (b) of an investigation described in Section 4.17(a) or (C) of any violation described in Section 4.17(b) that would have a Material Adverse Effect.

(l) Other Information. Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Agent or any Lender, through the Administrative Agent, may from time to time reasonably request.

6.2 Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable Requirements of Law, such compliance to include, without limitation, compliance with ERISA, the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and all applicable laws and regulations under the federal Social Security

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Act and all other applicable federal and state healthcare laws, except to the extent that non-compliance could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect, compliance with the Patriot Act and all other laws and regulations relating to money-laundering and terrorist activities.

6.3 Payment of Taxes, Etc. (a) Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all Taxes imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such Tax, assessment, charge or claim (A) the non-payment or non-discharge of which could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect or (B) that is being contested in good faith and (in the case of clause (a)(i)) by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors and subjects the property to a substantial risk of forfeiture.

(b) File or cause to be filed all material tax returns required to be filed by it by the due dates (including any proper extensions) therefor.

6.4 Compliance with Environmental Laws. Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew and cause each of its Subsidiaries to obtain and renew all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to address the presence, or release or threatened release of Hazardous Materials at, on, under or from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained in accordance with GAAP requirements with respect to such circumstances.

6.5 Insurance.

(a) Generally. Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Group Members against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations; provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Group Member shall agree to the adjustment of any claim thereunder in excess of $250,000 without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Group Member shall be required during an Event of Default.

(b) Requirements of Insurance. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or additional loss payee (in the case of property insurance), as applicable and (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause.

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(c) Notice to Agents. Notify the Administrative Agent and the Collateral Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 6.5 is taken out by any Group Member; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

(d) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

(e) Broker’s Report. Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

(f) Mortgaged Properties. No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 6.5 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 6.5.

6.6 Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory) and material franchises; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders and any Subsidiary may merge with or into or be liquidated into another Subsidiary or the Borrower as permitted under Section 7.4.

6.7 Visitation Rights. At any reasonable time and from time to time, and, unless a Default or an Event of Default shall have occurred and be continuing, upon reasonable notice, permit any of the Agents or any of the Lenders, or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants (provided that representatives of the Borrower shall be entitled to notice of and to participate in any such discussion).

6.8 Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary using sound business practices sufficient to permit the preparation of financial statements based thereon in accordance with GAAP.

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6.9 Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

6.10 Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (it being understood that the Transactions are deemed to be on such terms).

6.11 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 4.20.

6.12 Additional Collateral; Additional Guarantors.

(a) Subject to this Section 6.12, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, within 15 Business Days following the end of the Fiscal Quarter in which such acquisition occurs (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties.

(b) With respect to any person that is or becomes a Subsidiary after the Closing Date, within 15 Business Days following the end of the Fiscal Quarter in which such person becomes a Subsidiary (i) deliver to the Collateral Agent the certificates, if any, representing all of the Capital Stock of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Guarantor and a joinder agreement to the applicable Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary, execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute a Business Associate Agreement and (C) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that any Subsidiary of the Borrower will not be required to become a Guarantor and will not be required to comply with this Section 6.12(b) if the Loan Parties would be in compliance with Section 7.12 notwithstanding

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such Subsidiary’s failure (and the failure of any other Subsidiaries) to comply with this Section 6.12(b). Notwithstanding the foregoing and notwithstanding Section 7.12, if any Subsidiary that is not a Guarantor is a guarantor of or shall guarantee Debt of a Loan Party or Debt of a Loan Party is or shall otherwise become a Contingent Obligation of any Subsidiary that is not a Guarantor, such Subsidiary shall become a Guarantor hereunder and comply with Section 6.12 and Section 6.13 and all other applicable provisions hereof.

(c) Promptly grant to the Collateral Agent, within 15 Business Days of the end of the Fiscal Quarter in which the acquisition thereof occurred, a security interest in and Mortgage on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $10.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Loan Party which lease individually has a fair market value of at least $10.0 million, in each case, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.1). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a title insurance policy, a Survey and local counsel opinion (each in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

6.13 Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Agent or any Lender, at the Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Agent or such Lender may require. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

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6.14 Information Regarding Collateral.

(a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

(b) Concurrently with the delivery of financial statements pursuant to Section 6.1(b), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

6.15 Post-Closing Covenants.

(a) To satisfy and discharge the Liens in favor of Amerisourcebergen Drug Corporation and all individuals, and all judgment Liens, in each case, listed on Schedule 7.1(c), and to cause the filing of termination statements related thereto, in each case, within 90 days of the Closing Date (subject to extension or waiver in the sole discretion of the Collateral Agent).

(b) To ensure that the representations and warranties made in Section 3.4(b) of the Security Agreement are accurate.

SECTION 7

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

7.1 Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the UCC of any jurisdiction, a financing statement that

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names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except:

(a) Liens created under the Loan Documents;

(b) Permitted Liens;

(c) Liens existing on the Closing Date and described on Schedule 7.1(c) hereto;

(d) Liens upon or in Real Property or equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (a) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (b) no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 7.2(e) at any time outstanding;

(e) Liens arising in connection with Capitalized Leases permitted under Section 7.2(f); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(f) Liens arising in connection with Debt permitted under Section 7.2(n); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets of the relevant borrowing entity;

(g) the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby;

(h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with Sale and Leaseback Transactions permitted under Section 7.5(h); and

(i) Liens on assets that are the subject of, or are customarily subject to Liens relating to, Permitted Receivables Financings;

provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents.

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7.2 Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

(a) Debt under the Loan Documents;

(b) (i) the Senior Notes in an aggregate principal amount of $500 million, the Senior Subordinated Notes in an aggregate principal amount of $850 million, the Senior Note Guarantees and the Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights documents entered into in connection with the issuance of the Senior Notes, the Senior Subordinated Notes, the Senior Note Guarantees and the Senior Subordinated Note Guarantees) and (ii) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto;

(c) Debt of the Borrower in respect of Swap Agreements (A) existing on the date of this Agreement and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof);

(d) Debt of (A) the Borrower owing to any other Loan Party, and (B) any of the Subsidiaries owing to the Borrower or any other Loan Party to the extent permitted under Section 7.6(h); provided that any such Debt shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents; provided, further, that such Debt of, or owed to, a Subsidiary that is not a Guarantor need not be evidenced by the Intercompany Note so long as the net amount of such Debt owed by all such Subsidiaries not evidenced by the Intercompany Note does not exceed $50,000,000;

(e) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.1(d) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (f) of this Section 7.2, $135,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries any time outstanding;

(f) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (e) of this Section 7.2, do not exceed $135,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries at any time outstanding;

(g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any of the Loan Parties, (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or a Loan Party, (C) any Subsidiary that is not a Loan Party guaranteeing any obligations of any other Subsidiary that is not a Loan Party (it being understood that if such Subsidiary shall become a Loan Party then such Contingent Obligation shall no longer be permitted by this clause) and (D) subject to Section 7.6(h), Loan Parties guaranteeing any obligations of any Subsidiary that is not a Loan Party; provided that each such primary obligation is otherwise permitted under the terms of the Loan Documents;

(h) unsecured Debt not otherwise permitted under this Section 7.2 in an aggregate amount not to exceed $175,000,000 at any time outstanding;

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(i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(j) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition;

(k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition;

(l) unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 7.2; provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that either (x) such Debt or Redeemable Preferred Interests are incurred to finance an Investment permitted under Section 7.6(e) or (y) the Net Cash Proceeds thereof are applied in accordance with Section 2.11(a);

(m) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt permitted by Section 7.2(b) or incurred pursuant to this clause (m); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement and the amount of any reasonable fees and expenses incurred with respect to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent, (E) the terms (other than pricing) of such extended, refunding, refinancing or replacement Debt are no more burdensome to the Borrower taken as a whole than the terms of the Debt being extended, refunded, refinanced or replaced and (F) pro forma for such transaction the Borrower shall be in compliance with Section 7.16 and any other applicable covenant hereunder;

(n) secured and unsecured Debt of Subsidiaries of the Borrower that are not Guarantors in an aggregate amount not to exceed $50,000,000 at any time outstanding;

(o) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $100,000,000 at any time outstanding;

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(p) Debt consisting of Operating Indebtedness; and

(q) Debt in connection with Permitted Receivables Financings, provided that the proceeds thereof are applied in accordance with Section 2.11(a).

7.3 Change in Nature of Business. Engage or permit any of its Subsidiaries to engage in any business other than the businesses carried on at the date hereof and any businesses incidental or related thereto, provided that a Special Purpose Receivables Subsidiary may engage in any Permitted Receivables Financing.

7.4 Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that:

(a) any of the Subsidiaries may merge into or consolidate with the Borrower, provided that the Borrower is the surviving corporation;

(b) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation involving a Wholly Owned Subsidiary, the Person formed by or surviving such merger or consolidation shall be a Wholly Owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor;

(c) in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any Person permitted under Section 7.6(e), the Borrower may permit any other Person to merge into or consolidate with it (provided that the Borrower is the surviving entity), and any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Subsidiary is merging or consolidating (1) shall be engaged in substantially the same lines of business as one or more of the businesses of the Borrower and the Subsidiaries or in an incidental or related business, (2) shall not have any contingent liabilities that could reasonably be expected to be material and adverse to the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Board of Directors of the Borrower or such Subsidiary if the Board of Directors is otherwise approving such transaction, and in each other case, by a Responsible Officer), (3) such Person shall take all actions required under Section 6.12 and (4) shall be a Guarantor if such Subsidiary was a Guarantor prior to such transaction; and

(d) in connection with any sale, transfer or other disposition of all or substantially all of the Capital Stock of, or the property and assets of, any Person permitted under Section 7.5(f), any of the Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;

provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.

7.5 Sales, Etc., of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell (including sales and issuances of Capital Stock of any Subsidiary), lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

(a) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business;

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(b) (A) the Borrower may sell, lease, transfer or otherwise dispose of any of its property or assets to any of the Subsidiaries, and (B) any of the Subsidiaries may sell, lease, transfer or otherwise dispose of any of its property or assets to the Borrower or any of the other Subsidiaries; provided that, in each case, no such sale, lease, transfer or other disposition to non-Guarantor Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16 and such sales are in the ordinary course of business, at arms’ length and for fair market value; and

(c) any Subsidiary of the Borrower that is no longer actively engaged in any business or activities and does not have property and assets with an aggregate book value in excess of $1,000,000 may be wound up, liquidated or dissolved so long as such winding up, liquidation or dissolution is determined in good faith by management of the Borrower to be in the best interests of the Borrower and its Subsidiaries;

(d) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of any obsolete, damaged or worn out equipment thereof or any other equipment that is otherwise no longer useful in the conduct of their businesses;

(e) the Borrower and its Subsidiaries may lease or sublease Real Property to the extent required for their respective businesses and operations in the ordinary course so long as such lease or sublease is not otherwise prohibited under the terms of the Loan Documents;

(f) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of property and assets not otherwise permitted to be sold, leased, transferred or disposed of pursuant to this Section 7.5 so long as the aggregate book value of all of the property and assets of the Borrower and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to this clause (f) does not exceed $300,000,000 in the aggregate during the term of this Agreement; provided that:

(A) the gross proceeds received from any such sale, lease, transfer or other disposition shall be at least equal to the fair market value of the property and assets so sold, leased, transferred or otherwise disposed of, determined at the time of such sale, lease, transfer or other disposition;

(B) at least 75% of the value of the aggregate consideration received from any such sale, lease, transfer or other disposition shall be in cash, provided, that up to one-third of such 75% may consist of notes or other obligations received by the Borrower or such Subsidiary that are due and payable or otherwise converted by the Borrower or such Subsidiary into cash within 365 days of receipt, which cash (to the extent received) shall constitute Net Cash Proceeds attributable to the original transaction; and provided further that any unsubordinated Debt of the Borrower or any of its Subsidiaries (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet) that is assumed by the transferee of any such assets shall constitute cash for purposes of this Section 7.5(f), so long as the Borrower and all of its Subsidiaries are fully and unconditionally released therefrom;

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(C) immediately before and immediately after giving pro forma effect to any such sale, lease, transfer or other disposition, no Default shall have occurred and be continuing;

(D) with respect to any disposition under this subsection that exceeds $20,000,000, within five Business Days prior to such disposition, and with respect to any other disposition under this subsection, within 15 Business Days after such disposition, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a certificate identifying the property disposed of and stating (a) that immediately before and after giving effect thereto, no Default or Event or Default existed or will exist, (b) that the consideration received or to be received by the Borrower or such Subsidiary for such property has been determined by the Borrower or the applicable Subsidiary to be not less than the fair market value of such property and (c) the total expected consideration to be paid in respect of such disposition and (d) the expected Net Cash Proceeds resulting from such disposition; and

(E) if and to the extent that the Net Cash Proceeds of any transaction effected pursuant to this Section 7.5(f) shall not have been reinvested (pursuant to a Reinvestment Notice) in assets or property of the Borrower or any of its Subsidiaries within 360 days after the date of receipt thereof, then such uninvested Net Cash Proceeds shall be applied on the first Business Day following the applicable 360-day period to prepay Loans in accordance with Section 2.11;

(g) the Borrower and its Subsidiaries may exchange assets and properties with another Person; provided that:

(A) the assets or properties received by the Borrower or its Subsidiaries shall be used in the business of the Borrower or such Subsidiary as conducted immediately prior to such transaction, or in an incidental or related business;

(B) the total consideration received by the Borrower or such Subsidiary for such assets or property shall have been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged;

(C) immediately before and immediately after giving pro forma effect to any such exchange, no Default shall have occurred and be continuing;

(D) any cash received by the Borrower or any such Subsidiary in connection with such exchange shall be treated as Net Cash Proceeds subject to Section 2.11 and any cash paid by the Borrower or any Subsidiary in connection with such exchange shall be treated as an acquisition expenditure under Section 7.6(e);

(E) with respect to any exchange under this subsection that involves assets and/or property with a value in excess of $20,000,000, within five Business Days prior to such exchange, and with respect to any other exchange under this Section 7.5(g), within fifteen Business Days after such exchange, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a certificate identifying the assets or property disposed of and acquired in such exchange, and stating (a) that immediately before and after giving effect thereto, no Default or Event or Default existed or will exist, (b) that the total consideration received by or expected to be received by the Borrower or such Subsidiary for such assets or property has been determined by the Borrower or such Subsidiary to be

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not less than the fair market value of the assets or property exchanged, and (c) the amount, if any, of the expected cash to be paid or Net Cash Proceeds to be received in connection with such exchange;

(F) if Collateral is exchanged the assets and properties received in exchange shall constitute Collateral and Sections 6.12 and 6.13 shall be complied with;

(h) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions with respect to the Dialysis Facilities listed on Schedule 7.5(h) hereto or all or a portion of the Dialysis Facilities acquired from Seller on the Closing Date; provided that the Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith are applied in accordance with Section 2.11(b) without any right to deliver a Reinvestment Notice;

(i) the Borrower and its Subsidiaries may purchase, sell or otherwise transfer (including by capital contribution) Receivables Assets pursuant to Permitted Receivables Financings; provided that the Net Cash Proceeds received in any Permitted Receivables Financings are applied in accordance with Section 2.11(a);

(j) the Borrower and its Subsidiaries may make any sale or other divestiture of assets or property made in anticipation of the Acquisition (as a result of discussion with antitrust regulators in connection with the Acquisition) or required to be made pursuant to any consent decree or similar order or agreement, which decree, order or agreement is issued or entered into prior to the consummation of the Acquisition and in connection therewith by the Antitrust Division of the U.S. Department of Justice, the Bureau of Competition of the U.S. Federal Trade Commission and/or any similar state or foreign regulatory agency or body; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b);

(k) the Borrower and its Subsidiaries may sell or otherwise transfer property in connection with Sale and Leaseback Transactions; provided that the aggregate value of property sold or transferred under this subsection shall not exceed $30,000,000 during the term of this Agreement and that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b); and

(l) within 180 days of the acquisition by Borrower or any Subsidiary of any Real Property after the Closing Date the Borrower or such Subsidiary may sell or otherwise transfer such Real Property in connection with a Sale and Leaseback Transaction so long as Borrower shall be in compliance with Section 7.2 after giving effect to such Sale and Leaseback Transaction; provided that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b).

7.6 Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person, except:

(a) Investments by the Borrower and its Subsidiaries in Cash Equivalents;

(b) Investments existing on the Closing Date and described on Schedule 7.6 hereto;

(c) Investments by the Borrower in Swap Agreements permitted under Section 7.2(c);

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(d) Investments in accounts receivable in the ordinary course of business or notes received in transactions permitted by Sections 7.5(f) and (j);

(e) the purchase or other acquisition of (1) Capital Stock of any Domestic Person that, upon the consummation thereof, will be more than 50% owned by the Borrower or one or more of its Wholly Owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) or (2) all or substantially all the property and assets of a Person or consisting of a line of business or business unit of a Person; provided that, with respect to each purchase or other acquisition made pursuant to this clause (e):

(A) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the businesses of the Borrower and its Subsidiaries or a business that is incidental or related thereto;

(B) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material and adverse to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the Board of Directors of the Borrower or such Subsidiary if the Board of Directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

(C) the total cash consideration (excluding all Capital Stock constituting, or the proceeds of, an Excluded Issuance issued or transferred to the sellers thereof but including the aggregate amounts paid or to be paid under deferred purchase price, noncompete, consulting and other similar agreements with the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for all such purchases or other acquisitions effected during the term of this Agreement (other than such purchases or other acquisitions effected with the proceeds of an Asset Sale pursuant to Section 7.5(j)) shall not, along with all Investments pursuant to Section 7.6(l), exceed $1,200,000,000 plus the Available Amount; provided that the annual total of such cash consideration shall not, along with all Investments pursuant to Section 7.6(l), exceed $400,000,000 in any year;

(D) (1) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.16, such compliance to be determined on the basis of the Required Financial Information most recently delivered to the Administrative Agent and the Lenders as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby;

(E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least three Business Days prior to the date on which any such purchase or other acquisition in which the total cash consideration is more than $50,000,000 is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (e) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and containing a copy of any existing financial statements of the business to be acquired in the Borrower’s possession; and

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(F) Section 6.12 and 6.13 are complied with.

(f) Investments by the Borrower or any Subsidiary in 50% or less of the Capital Stock of another Person (the “Minority Investment”), provided that (i) the Borrower or any Subsidiary owns at least 20% (on a fully diluted basis) of the issued and outstanding Capital Stock of such Person, (ii) the aggregate outstanding amount of Minority Investments made by the Borrower and any Subsidiary shall not exceed $60,000,000 at any one time outstanding, (iii) the Borrower or any Subsidiary shall have full control over all bank accounts of such Person if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, (iv) the Borrower or any Subsidiary shall control or act as the managing general partner of such Person if such Person is a partnership and if the Borrower or any Subsidiary is the largest holder of Capital Stock of such Person, and (v) immediately before and after giving effect thereto, no Default or Event of Default shall exist;

(g) notes from employees issued to the Borrower representing payment for Capital Stock of the Borrower or representing payment of the exercise price of options to purchase Capital Stock of the Borrower, and employee relocation expenses incurred in the ordinary course of business, in an aggregate amount at any time outstanding not to exceed $10,000,000;

(h) Investments of the Borrower or any of its Subsidiaries in any Subsidiary of the Borrower; provided that no such Investments in non-Guarantor Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16;

(i) Investments of the Borrower or any of its Subsidiaries in any Special Purpose Licensed Entity which, when aggregated with the aggregate amount of all obligations guaranteed under Section 7.2(o) hereof, shall not exceed $100,000,000 at any time;

(j) in addition to Investments otherwise permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $65,000,000 at any time outstanding;

(k) Investments arising as a result of Permitted Receivables Financings;

(l) Growth Capital Expenditures; provided that the total cash consideration paid by or on behalf of the Borrower and its Subsidiaries for all such expenditures effected during the term of this Agreement (other than expenditures effected with the proceeds of an Asset Sale pursuant to Section 7.5(j)) shall not, along with all Investments pursuant to Section 7.6(e)(C), exceed $1,200,000,000 plus the Available Amount; provided that the annual total of such cash consideration shall not, along with all Investments pursuant to Section 7.6(e)(C), exceed $400,000,000 in any year; and

(m) Investments made pursuant to the Acquisition Documents.

7.7 Restricted Payments. Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Capital Stock now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Capital Stock, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to do any of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of the

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Borrower, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) the Borrower may (A) declare and pay dividends and distributions payable in its common Capital Stock, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.11, purchase, redeem, retire, defease or otherwise acquire Capital Stock with the proceeds received contemporaneously from the issue of new Capital Stock with equal or inferior voting powers, designations, preferences and rights, and (C) repurchase its Capital Stock owned by management or employees and physicians under contract with the Borrower or any of its Subsidiaries in an amount not in excess of $10,000,000 in any twelve month period;

(b) any Subsidiary of the Borrower may (A) declare and pay cash dividends to the Borrower, and (B) declare and pay cash dividends to any other Loan Party of which it is a Subsidiary;

(c) any of the non-Wholly Owned Subsidiaries of the Borrower may declare and pay or make dividends and other distributions to its shareholders, partners or members (or the equivalent persons thereof) generally so long as the Borrower and each of the Subsidiaries that own any of the Capital Stock thereof receive at least their respective proportionate shares of any such dividend or distribution (based upon their relative holdings of the Capital Stock thereof and taking into account the relative preferences, if any, of the various classes of the Capital Stock thereof);

(d) so long as no Default is continuing or will be continuing after such transaction, the Borrower may (A) purchase, redeem or otherwise acquire for value any of its Capital Stock or (B) declare and pay dividends and distributions payable in cash in an amount equal (in the aggregate for both clauses (A) and (B)) to (x) $300,000,000 or (y) if the Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (both before and after giving effect to such transaction on a Pro Forma Basis), $400,000,000 plus the Available Amount; provided further, in the case of each transaction under this Section 7.7(d), that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Available Revolving Commitment is not less than $75,000,000.

7.8 Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in (i) accounting policies or reporting practices, except as allowed by generally accepted accounting principles, or (ii) Fiscal Year.

7.9 Prepayments of Other Indebtedness; Modifications of Constitutive Documents and Other Documents, etc. Directly or indirectly:

(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or any Subordinated Debt;

(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document or any Permitted Receivables Documents in any manner that is adverse in any material respect to the interests of the Lenders;

(c) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC) or change

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any of its Constitutive Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Capital Stock (including any stockholders’ agreement), or enter into any new agreement with respect to its Capital Stock, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that the Loan Parties may issue such Capital Stock, so long as such issuance is not prohibited by Section 7.13 or any other provision of this Agreement, and may amend their Constitutive Documents to authorize any such Capital Stock;

(d) cause or permit any other obligation (other than the Secured Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt or another similar type of debt (as defined in the Senior Subordinated Note Documents or Subordinated Debt Documents); or

(e) except as may be required to comply with any law, regulation or court or administrative decision, terminate, amend or modify a Business Associate Agreement.

7.10 Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets except (i) in favor of the Secured Parties or (ii) in connection with (A) any Debt permitted by Section 7.2(e) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, or (B) any Capitalized Lease permitted by Section 7.2(f) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, or (C) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), or (D) any Debt permitted by Section 7.2(n) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property of the relevant borrowing entity, or (E) solely with respect to Subsidiaries that are not Guarantors, restrictions (in existence on the Closing Date) contained in the Constitutive Documents of such Subsidiaries.

7.11 Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents; (ii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iii) restrictions on transfer contained in Debt incurred pursuant to Sections 7.2(e) and (f); provided, that such restrictions relate only to the transfer of the property financed with such Debt; (iv) in connection with and pursuant to refinancing Debt under Section 7.2(m), replacements of restrictions that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Debt so refinanced; (v) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary; (vi) solely with respect to Subsidiaries that are not Guarantors, restrictions under the Constitutive Documents governing such Subsidiary: (A) with respect to existing Subsidiaries, existing on the date of this Agreement; and (B) with respect to Subsidiaries created or acquired after the date of this Agreement: (1) prohibiting such Subsidiary from guaranteeing Debt of the Borrower or another Subsidiary; (2) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Capital Stock of such Subsidiary; (3) limiting transactions with the Borrower or another Subsidiary to those with terms that are fair and reasonable to such Subsidiary and no less favorable

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to such Subsidiary than could have been obtained in an arm’s length transaction with an unrelated third party; and (4) limiting such Subsidiary’s ability to transfer assets or incur Debt without the consent of the holders of the Capital Stock of such Subsidiary; provided that all restrictions permitted by this clause (vi) shall no longer be permitted in the event any such Subsidiary becomes a Guarantor; (vii) restrictions contained in Debt incurred pursuant to Section 7.2(n) with respect to the borrowers thereunder; and (viii) encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract entered into in the ordinary course of business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business and (B) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary.

7.12 Non-Guarantor Subsidiaries. Permit at any time the aggregate Tangible Assets (calculated without duplication) at such time of all Subsidiaries of the Borrower that are not Guarantors (whether or not any such Subsidiary is existing on the Closing Date but not including any Special Purpose Receivables Subsidiary) to exceed 22% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries (excluding any Special Purpose Receivables Subsidiary).

7.13 Issuance of Additional Stock. Permit any of its Subsidiaries to issue any additional Capital Stock, except, subject to Section 6.12, as follows:

(i) in connection with a permitted Investment or to employees or consultants in the ordinary course of business;

(ii) the Borrower and any Subsidiary thereof may organize new Wholly Owned Subsidiaries and any Subsidiary may issue additional Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Guarantor; or

(iii) subject to compliance with the provisions this Agreement, including Section 2.11, Section 7.5, Section 7.12 and Section 7.16, the Borrower and its Subsidiaries may (A) organize new non-Guarantor Subsidiaries, and (B) (i) cause Subsidiaries to issue additional Capital Stock or (ii) sell outstanding Capital Stock thereof, in each case to Persons other than Affiliates of the Borrower or its Subsidiaries (it being understood that any such sales and issuances that decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of Capital Stock of such Subsidiary shall be treated as an Asset Sale).

7.14 Anti-Terrorism Law; Anti-Money Laundering.

(a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 4.25, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 7.14).

(b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any Requirement of Law.

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7.15 Embargoed Person. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans are in violation of a Requirement of Law.

7.16 Financial Covenants.

(a) Maximum Leverage Ratio. Permit the Leverage Ratio, measured as of the end of any Measurement Period ending during any period set forth in the set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

Test Period	Leverage Ratio
October 1, 2005 - March 31, 2006	6.25 to 1.0
April 1, 2006 - June 30, 2006	6.00 to 1.0
July 1, 2006 - September 30, 2006	6.00 to 1.0
October 1, 2006 - December 31, 2006	6.00 to 1.0
January 1, 2007 - March 31, 2007	5.75 to 1.0
April 1, 2007 - June 30, 2007	5.75 to 1.0
July 1, 2007 - September 30, 2007	5.50 to 1.0
October 1, 2007 - December 31, 2007	5.25 to 1.0
January 1, 2008 - March 31, 2008	5.00 to 1.0
April 1, 2008 - June 30, 2008	4.75 to 1.0
July 1, 2008 - September 30, 2008	4.75 to 1.0
October 1, 2008 - December 31, 2008	4.50 to 1.0
January 1, 2009 - March 31, 2009	4.50 to 1.0
April 1, 2009 - June 30, 2009	4.25 to 1.0
July 1, 2009 - September 30, 2009	4.25 to 1.0
October 1, 2009 - December 31, 2009	4.00 to 1.0
January 1, 2010 - March 31, 2010	4.00 to 1.0
April 1, 2010 - June 30, 2010	3.75 to 1.0
July 1, 2010 - September 30, 2010	3.75 to 1.0
October 1, 2010 - December 31, 2010	3.50 to 1.0
January 1, 2011 - March 31, 2011	3.50 to 1.0
April 1, 2011 - June 30, 2011	3.25 to 1.0
July 1, 2011 - September 30, 2011	3.25 to 1.0
October 1, 2011 - December 31, 2011	3.00 to 1.0
Thereafter	3.00 to 1.0

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(b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio, measured as of the end of any Measurement Period ending during any period set forth in the table below, to be less than the ratio set forth opposite such period in the table below:

Test Period	Interest Coverage Ratio
October 1, 2005 - June 30, 2006	2.25 to 1.0
July 1, 2006 - June 30, 2007	2.50 to 1.0
July 1, 2007 - June 30, 2008	2.75 to 1.0
July 1, 2008 - December 31, 2009	3.00 to 1.0
January 1, 2010 and thereafter	3.50 to 1.0

(c) Limitation on Capital Expenditures. Permit the aggregate amount of Capital Expenditures made in any period set forth below, to exceed the amount set forth opposite such period below:

Period	Amount (in millions)
Closing Date - December 31, 2005	$	100.0
January 1, 2006 - December 31, 2006	$	145.0
January 1, 2007 - December 31, 2007	$	145.0
January 1, 2008 - December 31, 2008	$	150.0
January 1, 2009 - December 31, 2009	$	160.0
January 1, 2010 - December 31, 2010	$	170.0
January 1, 2011 - December 31, 2011	$	170.0
January 1, 2012 - Tranche B Term Loan Maturity Date	$	170.0

; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any Fiscal Year shall be less than the maximum amount of Capital Expenditures permitted under this Section 7.16(c) for such fiscal year, then an amount of such shortfall not exceeding 50% of such maximum amount may be added to the amount of Capital Expenditures permitted under this Section 7.16(c) for the immediately succeeding (but not any other) Fiscal Year and (y) in determining whether any amount is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount carried forward from the prior Fiscal Year.

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7.17 Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction unless (i) the sale of such property is permitted by Section 7.5 and (ii) any Liens arising in connection with its use of such property are permitted by Section 7.1.

SECTION 8

EVENTS OF DEFAULT

8.1 Events of Default. If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section) payable under this Agreement when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Group Member in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect when in any material respect made or deemed made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections 6.1, 6.6 (with respect to the Borrower’s existence), 6.10, 6.11 or 6.15 or in Section 7;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) any Group Member shall (i) default in making any payment of any principal of any Debt (including any Contingent Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Debt was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Debt to become due prior to its stated maturity or (in the case of any such Debt constituting a Contingent Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (f) shall not at any time

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constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (f) shall have occurred and be continuing with respect to Debt the outstanding principal amount of which exceeds in the aggregate $20.0 million; or

(g) (i) the Borrower or any Material Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Material Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any Material Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Material Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Material Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted or could reasonably be expected to result in liabilities of the Loan Parties in an aggregate amount exceeding $20.0 million or in the imposition of a Lien or security interest on any assets of a Loan Party; or

(i) (A) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $20.0 million or more, and all such judgments or decrees shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Group Member to enforce any such judgment or (B) any Group Member shall enter into any settlement of a claim (including claims by Governmental Authorities for violations or alleged violations of Requirements of Law) which settlements, individually or in the aggregate, amount to $20.0 million or more and any Group Member fails to make any payment required to be made thereunder or any action shall be legally taken by a creditor to attach or levy upon any assets of any Group Member to enforce any such settlement;

(j) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except, in the case of any such cessation that is attributable to an event of a type contemplated by Section 8.1(g), this provision shall apply only to the Borrower or a Material Subsidiary; or

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(k) the guarantee pursuant to Section 10 of any Guarantor shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert, except, in the case of any such cessation that is attributable to an event of a type contemplated by Section 8.1(g), this provision shall apply only to the Borrower or a Material Subsidiary; or

(l) a Change of Control shall occur; or

(m) the Senior Subordinated Notes or the Senior Subordinated Note Guarantees (or, in each case, any Debt issued in exchange therefor) shall cease, for any reason, to be validly subordinated to the Secured Obligations as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert;

(n) the Borrower or any Subsidiary, in each case to the extent it is engaged in the business of providing services for which Medicare or Medicaid reimbursement is sought, shall for any reason, including, without limitation, as the result of any finding, designation or decertification, lose its right or authorization, or otherwise fail to be eligible, to participate in Medicaid or Medicare programs or to accept assignments or rights to reimbursements under Medicaid regulations or Medicare regulations, or the Borrower or any Subsidiary has, for any reason, had its right to receive reimbursements under Medicaid or Medicare regulations suspended, and such loss, failure or suspension (together with all such other losses, failures and suspensions continuing at such time) shall have resulted in (x) a Material Adverse Effect or (y) Consolidated net operating revenues for the immediately preceding four fiscal quarter period of the Borrower constituting less than 95% of Consolidated net operating revenues for any preceding four fiscal quarter period of the Borrower; or

(o) the Borrower or any Subsidiary of the Borrower shall for any reason terminate a Business Associate Agreement between such entity and the Collateral Agent;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (g) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in paragraph (g) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

8.2 Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

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(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest, premium and other amounts constituting Obligations (other than principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Swap Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations and any interest accrued thereon; and

(e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 8.2, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

SECTION 9

THE AGENTS

9.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

9.2 Rights as a Lender. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or

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unless the context otherwise requires, include each person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent hereunder and without any duty to account therefor to the Lenders.

9.3 Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.1) or (y) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Borrower, a Lender or the Issuing Lender.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

9.4 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person.

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Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

9.6 Resignation of Agent. Each Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Agent meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 11.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

9.7 Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will,

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independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the bookmanagers, arrangers, Syndication Agent or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the Issuing Lender hereunder.

SECTION 10

GUARANTEE

10.1 The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, Specified Swap Agreement or Operating Indebtedness Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

10.2 Obligations Unconditional. The obligations of the Guarantors under Section 10.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

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(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, the Issuing Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 10.9.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

10.3 Reinstatement. The obligations of the Guarantors under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

10.4 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not assert or exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.1, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Debt of any Loan Party permitted pursuant to Section 7.2(d) shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Debt.

10.5 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.1 (and shall be deemed to have become automatically

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due and payable in the circumstances provided in Section 8.1) for purposes of Section 10.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1.

10.6 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Section 10 constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

10.7 Continuing Guarantee. Subject to Section 11.14, the guarantee in this Section 10 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

10.8 General Limitation on Guaranteed Obligations. If in any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer law or regulation, or other law affecting the rights of creditors generally, the obligations of any Guarantor under Section 10.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors.

10.9 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Capital Stock or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Security Agreement shall be released, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents. If, in compliance with the terms and provisions of the Loan Documents (including, without limitation, Sections 7.5 and 7.13), Capital Stock of a Guarantor is sold or otherwise transferred so that such Guarantor is no longer a Wholly Owned Subsidiary of the Borrower, upon the consummation of such sale or transfer, such Guarantor shall be released, subject to pro forma compliance with Section 7.12, from its obligations under this Agreement (including under Section 10 and Section 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are necessary to effect each such release in accordance with the relevant provisions of the Security Documents and to acknowledge in writing such release and the termination of the guarantee of such Guarantor if requested.

SECTION 11

MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions

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of this Section 11.1. Amendments prior to the completion of the syndication of the Commitments (as determined by the Administrative Agent) shall, in addition to the other consents required by this Section 11.1, require the consent of the Administrative Agent. Subject to the preceding sentence, the Required Lenders and each Loan Party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent or the Collateral Agent, as applicable, and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest, premium or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or increase the maximum duration of Interest Periods hereunder or alter the provisions of Section 8.2 (it being understood that if additional classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.24 are made, such new Loans being included on a pro rata basis within Section 8.2 shall not be considered an alteration thereof), in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 11.1 without the written consent of such Lender; (iii) reduce any percentage specified in the definition of “Required Lenders,” consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guarantee under Section 10, in each case without the written consent of all Lenders (it being understood that lenders added pursuant to Section 2.24 or lenders under additional classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders being included in such definition shall not be deemed to require the written consent of all Lenders); (iv) amend, modify or waive any provision of Section 2.17 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds or Excess Cash Flow required to be applied to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to each Facility; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility; (vii) change the application of prepayments as among or between Facilities under Section 2.11(d), without the written consent of the Majority Facility Lenders of each Facility that is being allocated a lesser prepayment as a result thereof (it being understood that if additional classes of Term Loans or additional Loans under this Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.24 are made, such new Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.11(d)); (viii) expressly change or waive any condition precedent in Section 5.2 to any Revolving Borrowing without the written consent of the Majority Facility Lenders with respect to the Revolving Facility; (ix) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (x) amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the Swingline Lender; or (xi) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of

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any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect, any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by this Section, the consent of 75% of the Lenders whose consent is required is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.22 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

11.2 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Loan Party, to the Borrower at DaVita Inc., 601 Hawaii Street, El Segundo, California 90245, Attention of Guy Seay (Telecopy No. 310-536-2703);

(ii) if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, Loan and Agency Services Group, 11111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Agency Services (Telecopy No. (713) 750-2782), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York 10017, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279).

(iii) if to the Issuing Lender, to it at Loan and Agency Services Group, 11111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Agency Services (Telecopy No. (713) 750-2782), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York 10017, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279);

(iv) if to the Swingline Lender, to it at Loan and Agency Services Group, 11111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Agency Services (Telecopy No. (713) 750-2782), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York 10017, Attention of Dawn Lee Lum (Telecopy No. 212-270-3279); and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

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(b) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(c) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may (subject to Section 11.2(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Section 2 if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent, the Collateral Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in Section 11.2(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(d) Posting. Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Loan or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at dawn.leelum@jpmorgan.com or at such other e-mail address(es) provided to the Borrower from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.2 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the Administrative Agent in writing from time to time, Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative

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Agent for purposes of the Loan Documents; provided that the Borrower shall also deliver to the Administrative Agent an executed original of each Compliance Certificate required to be delivered hereunder.

Each Loan Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s gross negligence or willful misconduct.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.4 Survival. All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.18, 2.19, 2.20 and 11.5 and Section 9 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

11.5 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),

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(ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower shall not be obligated to pay legal fees and expenses incurred pursuant to clauses (i) and (ii) above in connection with the syndication of the credit facilities or the preparation of the Loan Documents prior to the initial Credit Extension.

(b) The Borrower shall indemnify the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release or threatened release of Hazardous Materials at, on, under or from any property owned or operated by any Group Member, any Environmental Liability related in any way to any Group Member or any violation of healthcare laws related in any way to any Group Member, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by a Loan Party and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have been incurred primarily by reason of the gross negligence or willful misconduct of such Indemnitee and that if any Indemnitee shall receive indemnification that is later disallowed by this proviso, it shall promptly repay to the Borrower any such funds.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be, such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

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(e) All amounts due under this Section shall be payable promptly after written demand therefor.

11.6 Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.1(a), 8.1(b) or 8.1(g) has occurred and is continuing, any other Person;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and

(C) the Issuing Lender and the Swingline Lender, provided that no consent of the Issuing Lender or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or for an assignment to a Lender, an affiliate of a Lender or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, in the case of the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Sections 8.1(a), (b) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;

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(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Facility;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For the purposes of this Section 11.6, the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Agents, the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it

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pursuant to Section 2.7(b) or (c), 3.4, 3.5, 2.17(e) or 11.5, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Lender or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 2.20, and shall be subject to Section 2.21, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, which shall not be unreasonably withheld or delayed. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.19 unless such Participant agrees to comply with Section 2.19(e).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

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(f) The Borrower, at its sole expense and upon receipt of written notice from the relevant Lender, agrees to issue Note(s) to any Lender requiring Note(s) to facilitate transactions of the type described in this Section 11.6.

11.7 Adjustments; Set-off.

(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

11.8 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

11.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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11.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.12 Submission to Jurisdiction; Waivers. Each Loan Party hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

11.13 Acknowledgments. Each of the Loan Parties hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

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(b) neither the Administrative Agent or the Collateral Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent, the Collateral Agent and Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.

11.14 Releases of Guarantees and Liens.

(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor (i) to permit the consummation of any transaction involving such Collateral or Guarantor not prohibited by any Loan Document or that has been consented to in accordance with Section 11.1 or (ii) under the circumstances described in paragraph (b) below.

(b) At such time as the Loans, the LC Disbursements and the other accrued obligations (including accrued indemnity obligations) under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

11.15 Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any pledgee or prospective pledgee referred to in Section 11.6(d) or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided

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in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.16 Headings. Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

11.17 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

11.18 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

11.19 Delivery of Addenda. Each initial Lender shall become a party to this Agreement by delivering to the Administrative Agent an Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

11.20 Obligations Absolute. To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

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(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

11.21 Third Party Beneficiary. None of the provisions contained in this Agreement are intended by the parties hereto, nor shall they be deemed, to confer any benefit on any Person not a party to this Agreement other than, to the extent provided herein, any Indemnitee or Secured Party. The representations and warranties of the Loan Parties contained herein are provided for the benefit of the Administrative Agent, the Collateral Agent, the Issuing Lender and each of the Lenders and their respective successors and permitted assigns in accordance herewith, and are not being provided for the benefit of any other Person (which other Person shall include, for this purpose, without limitation, any shareholder of any Loan Party).

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

DAVITA INC.

/s/ H.W. Guy Seay

H.W. Guy Seay

Vice President

GUARANTORS

/s/ H.W. Guy Seay

H.W. Guy Seay

Vice President of (i) Physicians Management, LLC, (ii) each of the Guarantors set forth on Appendix A hereto that is a corporation, (iii) the sole or managing member of each of the Guarantors set forth on Appendix A hereto that is a limited liability company and (iv) a general partner of each of the Guarantors set forth on Appendix A hereto that is a limited partnership or a general partnership.

Appendix A

Guarantors

Astro, Hobby, West Mt. Renal Care Limited Partnership

Bay Area Dialysis Partnership

Beverly Hills Dialysis Partnership

Carroll County Dialysis Facility, Inc.

Continental Dialysis Centers, Inc.

Continental Dialysis Center of Springfield-Fairfax, Inc.

DaVita - West, LLC

DaVita Nephrology Associates of Utah, L.L.C.

Dialysis Centers of Abilene, L.P.

Dialysis Specialists of Dallas, Inc.

Downriver Centers, Inc

East End Dialysis Center, Inc.

Eastmont Dialysis Partnership

Elberton Dialysis Facility, Inc.

Flamingo Park Kidney Center, Inc.

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

Kidney Care Rx, Inc.

Kidney Care Services, LLC

Lincoln Park Dialysis Services, Inc.

Mason-Dixon Dialysis Facilities, Inc.

Mid-City New Orleans Dialysis Partnership, LLC

Nephrology Medical Associates of Georgia, LLC

North Atlanta Dialysis Center, LLC

Ontario Dialysis Center, LLC

Open Access Sonography, Inc.

Orange Dialysis, LLC

Pacific Coast Dialysis Center

PDI Holdings, Inc.

PDI Supply, Inc.

Peninsula Dialysis Center, Inc.

Physicians Dialysis Acquisitions, Inc.

Physicians Dialysis Ventures, Inc.

Physicians Dialysis, Inc.

Renal Life Link, Inc.

Renal Treatment Centers - California, Inc.

Renal Treatment Centers - Hawaii, Inc.

Renal Treatment Centers - Illinois, Inc.

Renal Treatment Centers, Inc.

Renal Treatment Centers - Mid-Atlantic, Inc.

Renal Treatment Centers - Northeast, Inc.

Renal Treatment Centers - Southeast, L.P.

Renal Treatment Centers - West, Inc.

Riverside County Home PD Program, LLC

RMS DM, LLC

RTC Holdings, Inc.

RTC - Texas Acquisition, Inc.

RTC TN, Inc.

Sierra Rose Dialysis Center, LLC

South Shore Dialysis Center, L.P.

Southeast Florida Dialysis, LLC

Southwest Atlanta Dialysis Centers, LLC

Spokane Dialysis, LLC

Total Acute Kidney Care, Inc.

Total Renal Care/Eaton Canyon Dialysis Center Partnership

Total Renal Care, Inc.

Total Renal Care of Colorado, Inc.

TRC of New York, Inc.

Total Renal Care of Utah, L.L.C.

Total Renal Care/Peralta Renal Center Partnership

Total Renal Care/Piedmont Dialysis Partnership

Total Renal Care Texas Limited Partnership

Total Renal Laboratories, Inc.

Total Renal Research, Inc.

TRC - Indiana, LLC

TRC West, Inc.

Tri-City Dialysis Center, Inc.

Gambro Healthcare, Inc.

Dialysis Holdings, Inc.

Gambro Healthcare Laboratory Services, Inc.

Gambro Nephrology Partners, Inc.

Gambro Healthcare of Pennsylvania, Inc.

Gambro Healthcare of Maryland, Inc.

Gambro Healthcare of Massachusetts, Inc.

Gambro of New York, Inc.

Gambro Supply Corp.

Neptune Artificial Kidney Center, LLC

Freehold Artificial Kidney Center, LLC

Gambro Nephrology Services, Inc.

Gambro Healthcare Nephrology Partners, Inc.

Gambro Healthcare Renal Care, Inc.

Gambro Healthcare Procurement Services, Inc.

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent
By:	/s/ Bruce Bordon
Name:	Bruce Bordon
Title:	Vice President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Syndication Agent
By:	/s/ Paul L. Colon
Name:	Paul L. Colon
Title:	Director
By:	/s/ Karim Blasetti
Name:	Karim Blasetti
Title:	Associate
BANK OF AMERICA, N.A., as Co-Documentation Agent
By:	/s/ Amie L. Edwards
Name:	Amie L. Edwards
Title:	Vice President

Walter

WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent
By:	/s/ Tye Nordberg
Name:	Tye Nordberg
Title:	Vice President
BEAR STEARNS CORPORATE LENDING INC., as Co-Documentation Agent
By:	/s/ Victor Bulzaccheli
Name:	Victor Bulzaccheli
Title:	Vice President
THE BANK OF NEW YORK, as Co-Documentation Agent
By:	/s/ Jonathan Rollins
Name:	Jonathan Rollins
Title:	Vice President
THE BANK OF NOVA SCOTIA, as Co-Documentation Agent
By:	/s/ Carolyn A. Calloway
Name:	Carolyn A. Calloway
Title:	Managing Director
THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agent
By:	/s/ Iain Stewart
Name:	Iain Stewart
Title:	Senior Vice President
WESTLB AG, NEW YORK BRANCH, as Co-Documentation Agent
By:	/s/ Donald F. Wolf
Name:	Donald F. Wolf
Title:	Executive Director
By:	/s/ Walter T. Duff III
Name:	Walter T. Duff III
Title:	Director

EX-10.7

Exhibit 10.7

EXECUTION COPY

SECURITY AGREEMENT

By

DaVita Inc.,

as Borrower

and

THE GUARANTORS PARTY HERETO

and

JPMorgan Chase Bank, N.A.,

as Collateral Agent

Dated as of October 5, 2005

TABLE OF CONTENTS

		Page
PREAMBLE		1
RECITALS		1
AGREEMENT		2
	ARTICLE I
	DEFINITIONS AND INTERPRETATION
SECTION 1.1.	DEFINITIONS	2
SECTION 1.2.	INTERPRETATION	9
SECTION 1.3.	RESOLUTION OF DRAFTING AMBIGUITIES	9
SECTION 1.4.	PERFECTION CERTIFICATE	9
	ARTICLE II
	GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 2.1.	GRANT OF SECURITY INTEREST	9
SECTION 2.2.	FILINGS	10
	ARTICLE III
	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
	USE OF PLEDGED COLLATERAL
SECTION 3.1.	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL	11
SECTION 3.2.	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL	12
SECTION 3.3.	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST	12
SECTION 3.4.	OTHER ACTIONS	12
SECTION 3.5.	JOINDER OF ADDITIONAL GUARANTORS	16
SECTION 3.6.	SUPPLEMENTS; FURTHER ASSURANCES	17
	ARTICLE IV
	REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1.	TITLE	17

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		Page
SECTION 4.2.	VALIDITY OF SECURITY INTEREST	18
SECTION 4.3.	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL	18
SECTION 4.4.	OTHER FINANCING STATEMENTS	18
SECTION 4.5.	CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION	18
SECTION 4.6.	LOCATION OF INVENTORY AND EQUIPMENT.	19
SECTION 4.7.	DUE AUTHORIZATION AND ISSUANCE	19
SECTION 4.8.	CONSENTS, ETC.	19
SECTION 4.9.	PLEDGED COLLATERAL	19
SECTION 4.10.	INSURANCE	19
	ARTICLE V
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL	20
SECTION 5.2.	VOTING RIGHTS; DISTRIBUTIONS; ETC.	20
SECTION 5.3.	DEFAULTS, ETC	21
SECTION 5.4.	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS	22
	ARTICLE VI
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL
	PROPERTY COLLATERAL
SECTION 6.1.	GRANT OF INTELLECTUAL PROPERTY LICENSE	22
SECTION 6.2.	PROTECTION OF COLLATERAL AGENT’S SECURITY	22
SECTION 6.3.	AFTER-ACQUIRED PROPERTY	23
SECTION 6.4.	LITIGATION	23
	ARTICLE VII
	CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	MAINTENANCE OF RECORDS	24
SECTION 7.2.	LEGEND	24
SECTION 7.3.	MODIFICATION OF TERMS, ETC	25
SECTION 7.4.	COLLECTION	25

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		Page
	ARTICLE VIII
	TRANSFERS
SECTION 8.1.	TRANSFERS OF PLEDGED COLLATERAL	25
	ARTICLE IX
	REMEDIES
SECTION 9.1.	REMEDIES	26
SECTION 9.2.	NOTICE OF SALE	27
SECTION 9.3.	WAIVER OF NOTICE AND CLAIMS	28
SECTION 9.4.	CERTAIN SALES OF PLEDGED COLLATERAL	28
SECTION 9.5.	NO WAIVER; CUMULATIVE REMEDIES	30
SECTION 9.6.	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY	30
	ARTICLE X
	APPLICATION OF PROCEEDS
SECTION 10.1.	APPLICATION OF PROCEEDS	31
	ARTICLE XI
	MISCELLANEOUS
SECTION 11.1.	CONCERNING COLLATERAL AGENT	31
SECTION 11.2.	COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT	32
SECTION 11.3.	CONTINUING SECURITY INTEREST; ASSIGNMENT	33
SECTION 11.4.	TERMINATION; RELEASE	33
SECTION 11.5.	MODIFICATION IN WRITING	34
SECTION 11.6.	NOTICES	34
SECTION 11.7.	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL	34
SECTION 11.8.	SEVERABILITY OF PROVISIONS	34
SECTION 11.9.	EXECUTION IN COUNTERPARTS	34
SECTION 11.10.	BUSINESS DAYS	35
SECTION 11.11.	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION	35
SECTION 11.12.	NO CLAIMS AGAINST COLLATERAL AGENT	35
SECTION 11.13.	NO RELEASE	35
SECTION 11.14.	OBLIGATIONS ABSOLUTE	35

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		Page
SIGNATURES		S-1
EXHIBIT 1	Form of Issuer’s Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Joinder Agreement
EXHIBIT 4	Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5	Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6	Form of Copyright Security Agreement
EXHIBIT 7	Form of Patent Security Agreement
EXHIBIT 8	Form of Trademark Security Agreement

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SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by DaVita Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMorgan Chase Bank, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

R E C I T A L S :

A. The Borrower, the Guarantors, the Collateral Agent and the lending institutions listed therein (the “Lenders”) have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of October 5, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement).

B. Each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations.

C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations.

F. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement and (ii) the obligations of the Issuing Lender to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Specified Swap Agreements and Operating Indebtedness Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.3 and 1.5 of the Credit Agreement shall apply herein mutatis mutandis.

(c) The following terms shall have the following meanings:

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Bankruptcy Code” shall mean Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

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“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Deposit Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.

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“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Property” shall mean

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement, Contract or Intellectual Property License, including any agreement with a Govermental Authority, to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license, Contract or Intellectual Property License or any Requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license, Contract or Intellectual Property License in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law),

(b) Real Property or Equipment owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing Debt incurred pursuant to Section 7.2(e) of the Credit Agreement or Capitalized Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Debt incurred pursuant to Section 7.2(e) of the Credit Agreement or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Real Property or Equipment, and

(c) for 180 days after the Closing Date only (or such longer period to which the Collateral Agent may agree in its sole discretion), any assets or property required to be sold or divested pursuant to Section 7.5(j) of the Credit Agreement;

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b) or (c) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clause (a) or (b)).

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including

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indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.

“Government Reimbursement Programs” shall mean the Medicare programs and the Medicaid programs and Tricare programs in which the Pledgors participate (together with their respective intermediaries or carriers).

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

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“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 3.10 of the Credit Agreement and all property from time to time on deposit in such LC Account.

“Lenders” shall have the meaning assigned to such term in Recital A hereof.

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations, prospects or condition, financial or otherwise, of any Pledgor.

“Mortgaged Property” shall have the meaning assigned to such term in the Mortgages.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political sub-

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division thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 7 hereto.

“Perfection Certificate” shall mean that certain perfection certificate dated October 5, 2005 executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Collateral Agent.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Capital Stock of each issuer set forth on Schedule 10(a) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Capital Stock of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Capital Stock in each such issuer or under any Constitutive Document of each such issuer, and the certificates, instruments and agreements representing such Capital Stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Capital Stock, (ii) all Capital Stock of any Subsidiary, which Capital Stock is hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Capital Stock of whatever class of any such Subsidiary acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Capital Stock or under any Constitutive Document of any such Subsidiary, and the certificates, instruments and agreements representing such Capital Stock and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Capital Stock, from time to time acquired by such Pledgor in any manner, and (iii) all Capital Stock issued in respect of the Capital Stock referred to in clause (i) or (ii) upon any consolidation

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or merger of any issuer of such Capital Stock; provided, however, that Pledged Securities shall not include any Capital Stock (i) which is not required to be pledged pursuant to Section 6.12(b) of the Credit Agreement, (ii) which cannot be pledged pursuant to the terms of the issuer’s Constitutive Documents as they exist on the Closing Date or (iii) of any Special Purpose Receivables Subsidiary to the extent all of its activities are permitted by and in compliance with the Credit Agreement.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) Instruments and (v) to the extent not otherwise covered above, all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Grantors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders, each Operating Lender and each party to a Specified Swap Agreement (other than any Group Member) if, in the case of any person not already a party to the Credit Agreement, such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.5, 11.11 and 11.12 of the Credit Agreement and as if the fair market value of its Secured Obligations constituted Loans under the Credit Agreement.

“Securities Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

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“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 8 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.3 thereof) shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods, Inventory and Fixtures;

(iii) all Documents, Instruments and Chattel Paper;

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(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Securities Collateral;

(vi) all Investment Property;

(vii) all Intellectual Property Collateral;

(viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;

(ix) all General Intangibles;

(x) all Money and all Deposit Accounts;

(xi) all Supporting Obligations;

(xii) all books and records relating to the Pledged Collateral; and

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the same.

SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i)

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whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall by the applicable date specified in Section 6.12 of the Credit Agreement be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to

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the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon reasonable request by the Collateral Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) to the extent such Pledgor has the ability to do so, cause the Constitutive Documents of such issuer to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Collateral Agent in respect of the Pledged Collateral have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Collateral Liens.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate. Each Instrument and

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each item of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Collateral Agent exceeds $2,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within five days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, (ii) the available balance of which is swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time); provided that Deposit Accounts of the Acquired Business and its Subsidiaries shall not be included within this representation or in any calculations included herein until 90 days after the Closing Date (or such later date as is determined by the Collateral Agent in its sole discretion). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Accounts to Deposit Accounts subject to the Collateral Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent, (3) other than in the case of an Excluded Account, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account and (4) in the case of an Excluded Account referenced in clause (i) or (ii) of the definition thereof, the Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

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(c) Investment Property. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all Investment Property (other than any Investment Property pledged or to be pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant Control over any Investment Property owned by such Pledgor to any person other than the Collateral Agent.

(ii) If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property, such Pledgor shall by the applicable date specified in Section 6.12 of the Credit Agreement (1) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (2) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Collateral Agent.

(iii) If any Pledgor shall at any time own or acquire, directly or through a nominee, any uncertificated securities constituting Investment Property, such Pledgor shall by the applicable date specified in Section 6.12 of the Credit Agreement notify the Collateral Agent thereof and pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (1) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or

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such nominee, (2) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (3) arrange for the Collateral Agent to become the registered owner of such securities.

(iv) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either

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(i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $5,000,000 in the aggregate for all Pledgors.

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall immediately notify the Collateral Agent in a writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $5,000,000 in the aggregate for all Pledgors.

(g) Motor Vehicles. Upon the request of the Collateral Agent, each Pledgor shall deliver to the Collateral Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Collateral Agent listed as lienholder therein. Such requirement shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $100,000, provided that the aggregate value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or ownership is less than $5,000,000.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto by the applicable date specified in Section 6.12 of the Credit Agreement and (ii) at such time a Perfection Certificate or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

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SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceablity and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to

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time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others other than as permitted under Section 7.1 of the Credit Agreement. In addition, no Liens or claims exist on the Securities Collateral, other than as permitted by Section 7.1 of the Credit Agreement.

SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Collateral Liens.

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 6.3 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Collateral Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder other than actions or agreements granting customary rights to others in the ordinary course of business.

SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Collateral Lien or with respect to such Permitted Collateral Lien or financing statements or public notices relating to the termination statements listed on Schedule 9 to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens and Liens described on Schedule 7.1(c) to the Credit Agreement.

SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization. The Collateral Agent may rely on advice of counsel as to whether any or all UCC

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financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 6.14(a) of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 4.6. Location of Inventory and Equipment. It shall not move any Equipment or Inventory with an aggregate value in excess of $250,000 to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate, unless it shall have given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States.

SECTION 4.7. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable.

SECTION 4.8. Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.9. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors.

SECTION 4.10. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.

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ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and by the applicable date specified in Section 6.12 of the Credit Agreement deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights; Distributions; etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which would reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each

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Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(c) Upon the occurrence and during the continuance of any Event of Default:

(i) each Pledgor agrees not to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof, and that the Collateral Agent shall thereupon have the sole right to exercise such voting and other consensual rights.

(ii) each Pledgor agrees not accept or to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) and all such distributions shall thereupon be delivered to the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Constitutive Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.

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SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Constitutive Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent such Pledgor has the right to do so without breaching or violating any Contract, law or regulation, without violations of any applicable Intellectual Property License, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include, during such circumstances, reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

SECTION 6.2. Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral in a manner consistent with commercially reasonable judgment, not permit to lapse or become abandoned any Material Intellectual

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Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in any case except as shall be consistent with commercially reasonable judgment, (iii) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (iv) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business or otherwise in such Pledgor’s commercially reasonable judgment, or amend or permit the amendment of any of the licenses without the consent of the Collateral Agent, except in a manner consistent with such Pledgor’s commercially reasonable judgment and that would not materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in any Material Intellectual Property Collateral created therein hereby, (v) diligently keep reasonable records respecting all Intellectual Property Collateral consistent with such Pledgor’s past practices with respect to such records and (vi) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing with respect to any additional Material Intellectual Property, and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right (exercisable in such Pledgor’s commercially reasonable judgment) to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of

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the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default and the exercise of the Collateral Agent of its remedies pursuant to Article IX hereof with respect to the Pledged Collateral, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Pledgor’s rights in any Material Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all reasonable documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses reasonably incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with Section 11.5 of the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Pledgor’s rights in any Material Intellectual Property Collateral, each Pledgor agrees, at the reasonable written request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any Material Intellectual Property Collateral by any person.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor provided that such person agrees to confidentiality provisions substantially similar to those set forth in Section 11.15 of the Credit Agreement.

SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Collateral Agent and in form and manner satisfactory to the Collateral Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables

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with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except to the extent such Pledgor determines such action is not appropriate or advisable consistent with prudent business practice in the ordinary course of business.

SECTION 7.4. Collection. Each Pledgor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business and consistent with prudent business practice (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement.

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ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) To the fullest extent permitted by applicable law, personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(iii) Subject to Section 6.1, sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated

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plated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Subject to Section 6.1, exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such public sale, and to the fullest extent permitted by applicable law, private sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be

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required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall not be deemed to have not been made in a commercially reasonable manner solely because it was conducted as a private sale and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a

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public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have not been made in a commercially reasonable manner solely because it was conducted as a private sale, and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the benefit of the Collateral Agent, cause any registration, qualification statement or application under or compliance with any Federal or state securities law or laws to be prepared and filed with respect to all or any part of the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading other than any such statement or omission made in reliance on, and in conformity with, written information provided to such Pledgor by Collateral Agent or any other participant in the distribution for inclusion therein.

(d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured

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cured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

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ARTICLE X

APPLICATION OF PROCEEDS

SECTION10.1 Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Collateral Agent.

(a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

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(c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that (a) in the case of clauses (ii) and (iv) the Collateral Agent shall not make such payment or discharge any Lien arising out of any tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, unless and until such Lien attaches to such Pledgor’s property and becomes enforceable against such Pledgor’s other creditors and subjects the property to a substantial risk of forfeiture and (b) the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 11.5 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third

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party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Specified Swap Agreement or Operating Indebtedness Agreement, such Specified Swap Agreement or Operating Indebtedness Agreement.

SECTION 11.4. Termination; Release. (a) When all the Secured Obligations have been paid in full (other than inchoate indemnification and cost reimbursement obligations not then due) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be released from the Lien of this Agreement and upon the sale by any Pledgor of any Pledged Collateral in accordance with Section 7.5 of the Credit Agreement, such Pledged Collateral shall be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

(b) Notwithstanding Section 2.1, in connection with the granting of a Lien permitted by Section 7.1(d) of the Credit Agreement in any Real Property or Equipment owned by a Pledgor or with the disposition of Receivables Assets of a Pledgor permitted by Section 7.5(i) of the Credit Agreement pursuant to a Permitted Receivables Financing, the Collateral Agent shall, at such Pledgor’s request if required by the lender or lessor providing Debt to be secured by such Lien or such Receivables Assets, as applicable, at such Pledgor’s expense, execute

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and deliver such documents as such Pledgor shall reasonably request to evidence the release of such item or items of Pledged Collateral from the Lien of this Agreement; provided, however, that such Pledgor shall have delivered to the Collateral Agent, at least three Business Days prior to the date of the proposed realease, a written request decribing the items of Collateral, together with a form of release for execution by the Collateral Agent, and a certificate of the chief financial officer of such Pledgor to the effect that the transaction is in compliance with the Credit Agreement and as to such other matters as the Collateral Agent may reasonably request.

SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 11.10 , 11.11 and 11.12 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto 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, but all such counterparts together shall constitute one and the same agreement.

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SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

-35-

(ii) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any Specified Swap Agreement, any Operating Indebtedness Agreement or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any Specified Swap Agreement, any Operating Indebtedness Agreement or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any other Loan Document, any Specified Swap Agreement or any Operating Indebtedness Agreement except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

-36-

IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

DAVITA INC.

/s/ H.W. Guy Seay

H.W. Guy Seay

Vice President

PLEDGORS

/s/ H.W. Guy Seay

H.W. Guy Seay

Vice President of (i) Physicians Management, LLC, (ii) each of the Guarantors set forth on Appendix A hereto that is a corporation, (iii) the sole or managing member of each of the Guarantors set forth on Appendix A hereto that is a limited liability company and (iv) a general partner of each of the Guarantors set forth on Appendix A hereto that is a limited partnership or a general partnership.

Appendix A

Guarantors

Astro, Hobby, West Mt. Renal Care Limited Partnership

Bay Area Dialysis Partnership

Beverly Hills Dialysis Partnership

Carroll County Dialysis Facility, Inc.

Continental Dialysis Centers, Inc.

Continental Dialysis Center of Springfield-Fairfax, Inc.

DaVita - West, LLC

DaVita Nephrology Associates of Utah, L.L.C.

Dialysis Centers of Abilene, L.P.

Dialysis Specialists of Dallas, Inc.

Downriver Centers, Inc

East End Dialysis Center, Inc.

Eastmont Dialysis Partnership

Elberton Dialysis Facility, Inc.

Flamingo Park Kidney Center, Inc.

Houston Kidney Center/Total Renal Care Integrated Service Network Limited Partnership

Kidney Care Rx, Inc.

Kidney Care Services, LLC

Lincoln Park Dialysis Services, Inc.

Mason-Dixon Dialysis Facilities, Inc.

Mid-City New Orleans Dialysis Partnership, LLC

Nephrology Medical Associates of Georgia, LLC

North Atlanta Dialysis Center, LLC

Ontario Dialysis Center, LLC

Open Access Sonography, Inc.

Orange Dialysis, LLC

Pacific Coast Dialysis Center

PDI Holdings, Inc.

PDI Supply, Inc.

Peninsula Dialysis Center, Inc.

Physicians Dialysis Acquisitions, Inc.

Physicians Dialysis Ventures, Inc.

Physicians Dialysis, Inc.

Renal Life Link, Inc.

Renal Treatment Centers - California, Inc.

Renal Treatment Centers - Hawaii, Inc.

Renal Treatment Centers - Illinois, Inc.

Renal Treatment Centers, Inc.

Renal Treatment Centers - Mid-Atlantic, Inc.

Renal Treatment Centers - Northeast, Inc.

Renal Treatment Centers - Southeast, L.P.

Renal Treatment Centers - West, Inc.

Riverside County Home PD Program, LLC

RMS DM, LLC

RTC Holdings, Inc.

RTC - Texas Acquisition, Inc.

RTC TN, Inc.

Sierra Rose Dialysis Center, LLC

South Shore Dialysis Center, L.P.

Southeast Florida Dialysis, LLC

Southwest Atlanta Dialysis Centers, LLC

Spokane Dialysis, LLC

Total Acute Kidney Care, Inc.

Total Renal Care/Eaton Canyon Dialysis Center Partnership

Total Renal Care, Inc.

Total Renal Care of Colorado, Inc.

TRC of New York, Inc.

Total Renal Care of Utah, L.L.C.

Total Renal Care/Peralta Renal Center Partnership

Total Renal Care/Piedmont Dialysis Partnership

Total Renal Care Texas Limited Partnership

Total Renal Laboratories, Inc.

Total Renal Research, Inc.

TRC - Indiana, LLC

TRC West, Inc.

Tri-City Dialysis Center, Inc.

Gambro Healthcare, Inc.

Dialysis Holdings, Inc.

Gambro Healthcare Laboratory Services, Inc.

Gambro Nephrology Partners, Inc.

Gambro Healthcare of Pennsylvania, Inc.

Gambro Healthcare of Maryland, Inc.

Gambro Healthcare of Massachusetts, Inc.

Gambro of New York, Inc.

Gambro Supply Corp.

Neptune Artificial Kidney Center, LLC

Freehold Artificial Kidney Center, LLC

Gambro Nephrology Services, Inc.

Gambro Healthcare Nephrology Partners, Inc.

Gambro Healthcare Renal Care, Inc.

Gambro Healthcare Procurement Services, Inc.

JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:	/s/ Bruce Bordon
Name:	Bruce Bordon
Title:	Vice President

EX-10.8

Exhibit 10.8

CONFIDENTIAL TREATMENT

AMENDMENT NO. 3 FREESTANDING DIALYSIS CENTER AGREEMENT NO. 200308359

The undersigned hereby agree to amend Freestanding Dialysis Center Agreement No. 200308359 (the “Agreement”) between Amgen USA Inc. (“Amgen”), a wholly-owned subsidiary of Amgen Inc., and Gambro Healthcare, Inc. f/k/a Gambro Healthcare Patient Services Inc. 10810 West Collins Avenue, Lakewood, Colorado, 80215 (“GAMBRO”), including any prior amendments thereto, as stated below.

WHEREAS, Amgen and GAMBRO entered into Freestanding Dialysis Center Agreement No. 200308359 effective January 1, 2004;

WHEREAS, the Agreement sets forth the terms and conditions for the purchase of EPOGEN^® (Epoetin alfa) and Aranesp^® (darbepoetin alfa) (collectively, “Products”) by GAMBRO, exclusively for the treatment of dialysis patients; and

WHEREAS, the parties wish to amend this Agreement to offer a [DELETED] for the period [DELETED], modify rebate programs for the period [DELETED] through [DELETED], and offer new rebates for the period [DELETED] through [DELETED].

NOW, THEREFORE, in consideration of the premises and the mutual promises and undertakings herein contained, the parties hereto agree as follows:

SECTION 1. Amendment and Restatement of the General Terms and Conditions – The General Terms and Conditions of the Agreement shall be amended and restated in their entirety effective as follows on December 1, 2004 provided GAMBRO executes this amended Agreement on or before December 1, 2004 (“Amended Date”). If GAMBRO executes this amended Agreement after December 1, 2004, the Amended Date shall be the date on which the party last to execute this amended Agreement has executed this amended Agreement.

1. Term of Agreement. The “Term” of this Agreement shall be defined as January 1, 2004 (“Commencement Date”) through December 31, 2005 (“Termination Date”).

2. GAMBRO Affiliates. GAMBRO must provide Amgen with a complete list of its GAMBRO affiliates (“Affiliates”) on or before the date this Agreement is executed by GAMBRO. Only those Affiliates approved by Amgen and listed on Appendix B hereto will be eligible to participate under this Agreement. Modifications to the list of Affiliates included in Appendix B may be made pursuant to the request of GAMBRO’s corporate headquarters and are subject to approval and acknowledgment by Amgen in writing, which approval shall not be unreasonably withheld, conditioned or delayed. Notification of proposed changes to the list of Affiliates must be provided by GAMBRO to Amgen in writing at least thirty (30) days before the effective date of the proposed change. Amgen reserves the right to accept, reject, or immediately terminate any Affiliates with regard to participation in this Agreement, which right to accept, reject or terminate shall not be unreasonably exercised.

3. Own Use. GAMBRO hereby certifies that Products purchased hereunder shall be for GAMBRO’s “own use” for the exclusive treatment of dialysis patients by GAMBRO or its Affiliates.

4. Pricing. See Appendix A.

5. Authorized Wholesalers. On or before the date GAMBRO executes this Agreement, GAMBRO must provide Amgen with a complete list of its current wholesalers, including complete names and addresses, from which GAMBRO intends to purchase Products. Wholesalers so designated by GAMBRO and approved by Amgen will be deemed “Authorized Wholesalers” for the purposes of this Agreement. A current list of GAMBRO’s Authorized Wholesalers shall be included in Appendix C hereto. Notification of proposed changes to the list of Authorized Wholesalers must be provided by GAMBRO to Amgen in writing at least thirty (30) days before the effective date of the proposed change. Amgen reserves the right to accept, reject, or immediately terminate any Authorized Wholesaler with regard to participation in this Agreement, which right to accept, reject or terminate shall not be unreasonably exercised. GAMBRO agrees to require all Authorized Wholesalers to submit product sales information to a third-party sales reporting organization designated by Amgen.

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.

- 1 -

Amendment No. 3 Agreement No. 200308359 (Continued)

6. Qualified Purchases. Only Products purchased under this Agreement by GAMBRO from Amgen or through Authorized Wholesalers at the contract prices set forth herein, as confirmed by Amgen based on sales tracking data, will be deemed “Qualified Purchases”.

7. Commitment to Purchase. GAMBRO agrees to exclusively purchase Products for all of its dialysis use requirements for erythropoietic stimulating protein. GAMBRO may purchase another brand of erythropoietic stimulating protein for its dialysis use requirements only if so ordered by a physician for the treatment of his or her dialysis patients and only for the time, and only to the extent, that Amgen has notified GAMBRO’s corporate headquarters in writing that Amgen cannot supply EPOGEN^® or Aranesp^® within and for the time period reasonably required by GAMBRO. Amgen will provide GAMBRO with as much notice as reasonably possible in the event of an anticipated supply shortfall.

8. Confidentiality. Both Amgen and GAMBRO agree that this Agreement represents and contains confidential information which shall not be disclosed to any third party, or otherwise made public, without prior written authorization of the other party, except where such disclosure is contemplated hereunder or required by law, and then only upon prior written notification to the other party.

9. Discounts. GAMBRO may qualify for discounts and incentives in accordance with the schedules and terms set forth in Appendix A hereto. Discounts in arrears will be paid in the form of a check payable or wire transfer to GAMBRO’s corporate headquarters. Discounts in arrears will be calculated based on Qualified Purchases calculated using [DELETED], except as otherwise provided hereunder. Upon vesting of all earned discounts, Amgen will use its best efforts to remit such discounts [DELETED] after receipt by Amgen of complete and machine readable data, in a form reasonably acceptable to Amgen, detailing all Qualified Purchases during the applicable period. Discount amounts, as calculated by Amgen, must equal or exceed $500.00 for the applicable period to qualify for payment. Subject to Section 12 below, in the event that Amgen is notified in writing that GAMBRO or any Affiliates are acquired by another entity or a change of control otherwise occurs with respect to GAMBRO or an Affiliate, any discounts which may have been earned hereunder shall be paid in the form of a check or wire transfer payable to GAMBRO’S or the Affiliate’s corporate headquarters subject to the conditions described herein. If any Affiliates are added to or deleted from this Agreement during any of the comparison periods used in calculating any of the discounts paid in arrears contemplated herein, Amgen reserves the right in its sole discretion to reasonably and appropriately adjust GAMBRO’s discounts for the relevant periods, by including or excluding any purchases made by those affected Affiliates during any of those relevant periods.

10. Treatment of Discounts. Amgen will provide GAMBRO with accurate documentation setting forth Amgen’s calculation of all discounts or reductions in price provided to GAMBRO hereunder so as to permit GAMBRO to properly report any discount or reduction in price earned under this Agreement. GAMBRO agrees that it will properly disclose and account for any discount or other reduction in price earned hereunder, in whatever form, (i.e. pricing, discount, or incentive) in a way that complies with all applicable federal, state, and local laws and regulations, including without limitation, Section 1128B(b) of the Social Security Act and its implementing regulations. GAMBRO also agrees that it will (a) claim the benefit of such discount received, in whatever form, in the fiscal year in which such discount was earned or the year after, (b) fully and accurately report the value of such discount in any cost reports filed under Title XVIII or Title XIX of the Social Security Act, or a state health care program, and (c) provide, upon request by the U.S. Department of Health and Human Services or a state agency or any other federally funded state health care program, the information furnished by Amgen concerning the amount or value of such discount. GAMBRO’s corporate headquarters agrees that it will advise all Affiliates, in writing, of any discount received by GAMBRO’s corporate headquarters hereunder with respect to purchases made by such Affiliates and that said Affiliates will account for any such discount in accordance with the above stated requirements.

11. Data Collection. GAMBRO agrees that all data to be provided to Amgen pursuant to this Agreement, shall be in a form that conforms with the limited data set provisions of the Health Insurance Portability and Accountability Act of 1996 codified at 45 CFR 160 and 164 (“HIPAA”). GAMBRO acknowledges that the data to be supplied to Amgen pursuant to this Agreement shall be used to support verification of the discounts and incentives referenced herein, as well as for Amgen-sponsored research concerning the role of EPOGEN^® in improving treatment outcomes and quality of life of dialysis patients. GAMBRO shall consistently use a unique alpha-numeric code (which shall not be the same as the patient’s social security number) as a “case identifier” to track the care rendered to each individual patient over time, and such case identifier shall be included in the data provided to Amgen. The key or list matching patient identities to their unique case identifiers shall not be provided to

Amend No. 3 Agreement No. 200308359 - 2 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

Amgen personnel. In furtherance of Amgen research, GAMBRO may agree from time to time to use its key to update the patient care data by linking it with information concerning health outcomes, quality of life, and other pertinent data that may become available to Amgen from other sources. Any such linking of data sources shall not violate the limited data set provisions of HIPAA. Amgen agrees that it will maintain data supplied under this Agreement in confidence and that it will not use such data to identify or contact any patient.

12. Breach of Agreement. Either party may terminate this Agreement for failure of the other party to comply with any of the material obligations herein by serving upon the defaulting party a written notice specifying the nature of the default and requiring such default to be cured. If such default is not cured [DELETED] from receipt of such notice, the notifying party shall be entitled, without prejudice to any of the other rights conferred upon it by law or in equity, to terminate this Agreement in its entirety by giving written notice to the defaulting party to take effect immediately upon delivery of such notice. The right of either party to terminate this Agreement shall not be affected in any way by its waiver or failure to take action with respect to any prior default. In addition, in the event that GAMBRO breaches any provision of this Agreement, Amgen shall have no obligation to continue to offer the terms described herein or pay any further discounts to GAMBRO, other than discounts vested prior to the effective date of such termination.

13. Governing Law. This Agreement shall be governed by the laws of the State of California and the parties submit to the jurisdiction of the California courts, both state and federal.

14. Warranties. Each party represents and warrants to the other that this Agreement (a) has been duly authorized, executed, and delivered by it, (b) constitutes a valid, legal, and binding agreement enforceable against it in accordance with the terms contained herein, and (c) does not conflict with or violate any of its other contractual obligations, expressed or implied, to which it is a party or by which it may be bound. The party executing this Agreement on behalf of GAMBRO specifically warrants and represents to Amgen that it is authorized to execute this Agreement on behalf of and has the power to bind GAMBRO and the Affiliates to the terms set forth in this Agreement. The party executing this Agreement on behalf of Amgen specifically warrants and represents to GAMBRO that it is authorized to execute this Agreement on behalf of and has the power to bind Amgen to the terms set forth in this Agreement.

15. Notices. Any notice required or permitted to be given under this Agreement shall be deemed to be duly given if in writing and personally delivered by messenger, facsimile transmission (receipt verified and confirmed by overnight mail), express courier service or overnight mail (requiring signature receipt) or by prepaid, registered or certified mail (postage prepaid, return receipt requested), addressed to the respective parties for whom such notice is intended as stated below, or to such changed address as such party may have fixed by notice:

If to Amgen:	Amgen USA Inc. One Amgen Center Drive Thousand Oaks, California 91320-1789 Attention: General Counsel Facsimile: (805) 499-8011
If to GAMBRO:	Gambro Healthcare, Inc. 10810 W. Collins Avenue Lakewood, CO 80215 Attention: General Counsel
	And
	Gambro Healthcare, Inc. 15253 Bake Pkwy Irvine, CA 92618 Attention: Terry Lindsay Senior Vice President Purchasing and Materials Management Facsimile: 949-930-6958

Amend No. 3 Agreement No. 200308359 - 3 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

All notices given pursuant to this Section 15 shall be deemed given and effective when received if personally delivered or sent by facsimile or similar form of communication, or, if mailed, on the date shown on the return receipt, or, if a receipt has not then been received, five (5) days after mailing, or, if sent by overnight courier, on the date shown for receipt on the courier’s records.

16. Compliance with Health Care Pricing and Patient Privacy Legislation and Statutes; Data Use Agreement.

(a) Notwithstanding anything contained herein to the contrary, at any time following the enactment of any federal, state, or local law, regulation, policy, program memorandum or other interpretation, modification or utilization guideline by any payer that in any manner reforms, modifies, alters, restricts, or otherwise affects the pricing of or reimbursement available for the Products, including but not limited to a reimbursement or use decision by Centers for Medicare and Medicaid Services (“CMS”) or one of its contractors (Carriers or Fiscal Intermediaries), Amgen may, in its sole discretion, upon thirty (30) days notice, (1) terminate this Agreement, (2) modify any pricing or discount terms contained herein, or (3) exclude any Affiliate from participating in this Agreement. Without limiting the foregoing, any change, modification or further clarification to the Medicare Modernization Act or any rules or regulations promulgated thereunder, or the Hematocrit Measurement Audit Program Memorandum that occurs subsequent to the Amended Date would specifically trigger the right to the termination or modification referenced herein. Additionally, to assure compliance with any existing federal, state or local statute, regulation or ordinance, Amgen reserves the right, in its sole discretion, to exclude any Affiliates from the pricing and discount provisions of this Agreement and/or to reasonably modify any pricing or discount terms contained herein. In the event there is a future change in Medicare, Medicaid, or other federal or state statute(s) or regulation(s) or in the interpretation thereof, which renders any of the material terms of this Agreement unlawful or unenforceable, this Agreement shall continue only if amended by the parties as a result of good faith negotiations as necessary to bring the Agreement into compliance with such statute or regulation.

(b) Notwithstanding anything contained herein to the contrary, at any time following the enactment of any federal, state, or local law or regulation relating to patient privacy of medical records that in any manner reforms, modifies, alters, restricts, or otherwise affects any of the data received or to be received in connection with any of the incentives contemplated under this Agreement, either party may, in its discretion, upon thirty (30) days’ notice, seek to modify this Agreement with respect to the affected incentive. GAMBRO and Amgen shall meet and in good faith seek to mutually agree to modify this Agreement to accommodate any such change in law or regulation, with the intent to, if possible, retain the essential terms and pricing structure of the affected incentive. If the parties, after reasonable time, are unable to agree upon a modification, Amgen shall be entitled to terminate the affected incentive upon thirty (30) days’ notice or upon such date that the law or regulation requires, whichever is earlier.

(c) Notwithstanding anything contained herein to the contrary, this Agreement is effective only as of the date the parties hereto execute a mutually agreeable Data Use Agreement pursuant to which GAMBRO may disclose a Limited Data Set of patient information to Amgen (as specified in the Data Use Agreement and which shall include, at a minimum, the data fields to be received by Amgen in connection with this Agreement) for purposes of Amgen’s Healthcare Operations, Research, and Public Health analyses, and GAMBRO’s Healthcare Operations. Unless otherwise specifically defined in this Agreement, each capitalized term used in this Section 16(c) shall have the meaning assigned to such term in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If GAMBRO terminates the Data Use Agreement for any reason, Amgen shall be entitled to terminate this Agreement immediately.

17. Force Majeure. Neither party will be liable for delays in performance or nonperformance of this Agreement or any covenant contained herein if such delay or nonperformance is a result of Acts of God, civil or military authority, civil disobedience, epidemics, terrorism, war, failure of carriers to furnish transportation, strike, lockout or other labor disturbances, inability to obtain material or equipment, or any other cause of like or different nature beyond the control of such party.

18. Miscellaneous. No modification of this Agreement will be effective unless mutually agreed upon, made in writing and executed by a duly authorized representative of each party, except as otherwise provided hereunder. Neither party may assign this Agreement to a third party without the prior written consent of the other party; provided, however, that Amgen may

Amend No. 3 Agreement No. 200308359 - 4 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

assign this Agreement to any of its subsidiaries or affiliates without the consent of GAMBRO. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original but all of which taken together constitutes one and the same agreement. In the event that the [DELETED], Amgen and GAMBRO will agree [DELETED]. Amgen reserves the right to rescind this offer if the parties fail to execute this Agreement within thirty (30) days from the date of its offering.

Beginning [DELETED], GAMBRO’s aggregate Qualified Purchases of Products by all Affiliates listed on Appendix B on the Amended Date of this Agreement during any [DELETED] of this Agreement shall not exceed [DELETED] of the aggregate Qualified Purchases of Products by those same Affiliates for the [DELETED]. GAMBRO shall not be eligible to receive any rebates detailed in Appendix A of this Agreement for any Qualified Purchases of Products in the aggregate made during any [DELETED] of this Agreement that exceed [DELETED] of the aggregate Qualified Purchases of Products by those same Affiliates in the [DELETED]. Any of GAMBRO’s aggregate Qualified Purchases of Products above [DELETED] of the aggregate Qualified Purchases of Products by those same Affiliates in the [DELETED] may be approved and eligible to receive rebates detailed in Appendix A if Amgen, in its sole discretion, determines that such [DELETED]. Amgen shall make such determination based upon a review of all relevant reports including, but not limited to: [DELETED]. Such determination must be approved by Amgen’s [DELETED] Senior Management. For purposes of determining the foregoing, during the period [DELETED], Products base sales during each [DELETED] shall be derived using the [DELETED].

19. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior written or oral proposals, agreements, or commitments pertaining to the subject matter herein.

20. Right of First Offer. GAMBRO shall promptly notify Amgen in the event it receives a competing offer from any third party for the sale of products in the same therapeutic class. Amgen shall have the right in such event to have [DELETED] days to respond to GAMBRO with its own pricing terms relating to products.

21. [DELETED]

Amend No. 3 Agreement No. 200308359 - 5 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

Please retain one fully executed original for your records and return the other fully executed original to Amgen.

The parties agree that each shall execute this Agreement by counterpart signature pages each of which when taken together shall constitute the entire Agreement.

The parties executed this amendment and restatement of the Agreement as of the dates set forth below.

Amgen USA Inc.		Gambro Healthcare, Inc.
Signature:	/s/ Christy Mc Elroy	Signature:	/s/ Terry Lindsay
Print Name:	Christy Mc Elroy	Print Name:	Terry Lindsay
Print Title:	Associate Dir Nat. Accts.	Print Title:	SVP
Date:	11/24/04	Date:	11/24/04
Signature:	/s/ Leslie Mirani	Signature:	/s/ James H. Booth
Print Name:	Leslie Mirani	Print Name:	James H. Booth
Print Title:	Jr. Dir. Sales Nephrology	Print Title:	COO Support Services
Date:	12/2/04	Date:	12/3/04
		Signature:	/s/ Larry C. Buckelew
		Print Name:	Larry C. Buckelew
		Print Title:	President/CEO
		Date:	12/02/04

Amend No. 3 Agreement No. 200308359 - 6 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

SECTION 2. Amendment and Restatement of Appendix A: Discount Pricing, Schedule and Terms. Appendix A: Discount Pricing, Schedule and Terms shall be amended and restated in its entirety to modify the [DELETED] for the period [DELETED] through [DELETED], modify the rebate programs for the period [DELETED] through [DELETED], offer a [DELETED] for the period [DELETED] through [DELETED], and offer a [DELETED] for the period [DELETED] through [DELETED] effective on the Amended Date as follows.

Appendix A: Discount Pricing, Schedule, and Terms

1. Pricing – Aranesp^®. GAMBRO may purchase Aranesp^® (darbepoetin) through Authorized Wholesalers at a fixed [DELETED] during the Term. Amgen reserves the right to change the [DELETED] at any time. Resulting prices do not include any wholesaler markup, service fees, or other charges. No other discounts, including discounts in arrears, are applicable to Aranesp^® purchased under this Agreement

2. Pricing – EPOGEN^®. GAMBRO may purchase EPOGEN^® (Epoetin alfa) during the Term through Authorized Wholesalers at the prevailing [DELETED]. Amgen reserves the right to change the [DELETED] at any time. In the event that an increase in the [DELETED] is effectuated during the Term of this Agreement, GAMBRO’s price (excluding any discount in arrears) for Qualified Purchases of EPOGEN^® shall [DELETED]. For purposes of calculating all discounts in arrears earned during the [DELETED], Qualifying Purchases shall be calculated based upon the [DELETED], such that any [DELETED] contained in any of the discounts or incentives set forth in this Appendix A shall [DELETED] in the [DELETED].

3. Rebate/Incentive Qualification Requirements.

(a) [DELETED]: In order for GAMBRO to be eligible to receive any rebates or incentives described in [DELETED] of this Appendix A, GAMBRO must satisfy the following qualification requirement. No more than [DELETED] of GAMBRO’s [DELETED] may have [DELETED] (as that term is defined below) [DELETED] during each [DELETED] during the Term of this Agreement (“[DELETED] Requirement”). If this criteria is not met during any [DELETED] of the Term of the Agreement, GAMBRO will not qualify for any rebates in [DELETED] of this Appendix A during that [DELETED]. Failure of GAMBRO to qualify under this provision during a particular [DELETED] shall not affect GAMBRO’s eligibility to qualify during any other [DELETED] of the Term, nor shall GAMBRO’s qualification during a particular [DELETED] automatically result in qualification during any other [DELETED]. The [DELETED] for each dialysis patient will be based upon the average of [DELETED] for each patient during each [DELETED]. GAMBRO and Affiliates must provide the following information for each dialysis patient to Amgen or to a data collection vendor specified by Amgen, on a [DELETED] basis, and no later than [DELETED] after the end of each [DELETED]: [DELETED] for each dialysis patient, the date of each test, and a consistent, unique, alpha-numeric identifier (sufficient consistently to track an individual patient without in any way violating the de-identification provisions of HIPAA at 45 CFR 164.514), a designation as to which patients are “Prevalent Dialysis Patients” (for purposes of this Agreement, Prevalent Dialysis Patients shall be defined as those patients who have been receiving dialysis treatments from GAMBRO for fifteen (15) days or more), along with the name, address and phone number of the particular Affiliate at which each patient received treatment. To the extent permitted by applicable law, Amgen may utilize the data detailed in this provision for any purpose, and reserves the right to audit all such data. Under no circumstances should such data include any patient identifiable information including, without limitation, name, all or part of social security number, address, medical record number, or prescription number. The identity of the account submitting the data and any association with the data will remain confidential. The [DELETED] must be derived from [DELETED] taken immediately before dialysis treatment using any [DELETED] testing method (e.g. [DELETED]), must be reported to the [DELETED], and must be submitted [DELETED] in a format acceptable to Amgen. Handwritten reports are not acceptable; only machine readable submission of the data will be accepted; and

(b) [DELETED]: In order for GAMBRO to be eligible to receive any rebates or incentives described in [DELETED] of this Appendix A, GAMBRO must satisfy the following qualification requirement. GAMBRO’s aggregate Qualified Purchases of EPOGEN^® and Aranesp^® during [DELETED], and during [DELETED] by all Affiliates listed on Appendix B on the Commencement Date of this Agreement and those added at the beginning of [DELETED] must equal or exceed [DELETED] and [DELETED] respectively ([DELETED]), of the aggregate Qualified Purchases of EPOGEN^® and Aranesp^® by those same Affiliates for the time period from [DELETED], and from [DELETED]. For purposes of calculating the [DELETED], EPOGEN^® and Aranesp^® base sales during each applicable time period shall be derived using the [DELETED]. All estimated payments for discounts in arrears that contain [DELETED] will be measured by using a [DELETED] that measures [DELETED]. If

Amend No. 3 Agreement No. 200308359 - 7 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

GAMBRO has not satisfied the [DELETED] for any particular [DELETED], then at the end of the following [DELETED], beginning with [DELETED], Amgen will determine if GAMBRO has satisfied, in the aggregate, on a [DELETED] basis, the [DELETED]. If the [DELETED] has been met for that given [DELETED], then Amgen will perform a [DELETED] calculation for [DELETED]. However, if at the end of [DELETED] the [DELETED], Amgen will perform a [DELETED], which may [DELETED]. The [DELETED] payments and any other discount or incentive earned in arrears corresponding to the [DELETED], respectively if any, shall not be due and owing by Amgen until, and shall be subject to, such [DELETED]. [DELETED] will be made [DELETED], within [DELETED] days after the [DELETED] and receipt by Amgen of all the required data detailed in this Agreement. The determination as to GAMBRO’s attainment or failure to attain the [DELETED] shall be based upon [DELETED].

4. [DELETED]. GAMBRO may qualify for the [DELETED] ([DELETED]) during each [DELETED] Measurement Period (as defined in the schedule below) as described in this Section 4 of Appendix A.

[DELETED] Measurement Periods

[DELETED]

[DELETED]

[DELETED]

[DELETED]

(a) Requirement: In order to qualify for the [DELETED] GAMBRO must meet the [DELETED] Requirement contained in [DELETED] of this Appendix A. If this criteria is not met during any [DELETED] during the period [DELETED], GAMBRO will not qualify for [DELETED] described below in this Section 4 during that [DELETED]. Failure of GAMBRO to qualify under this provision during a particular [DELETED] shall not affect GAMBRO’s eligibility to qualify during any other [DELETED] during the period [DELETED], nor shall GAMBRO’s qualification during a particular [DELETED] automatically result in qualification during any other [DELETED].

(b) Calculation: GAMBRO’s [DELETED] will be calculated in accordance with the following formula and the [DELETED] Schedule listed below. [DELETED] will be calculated on a [DELETED] basis.

[DELETED] = A x B

where:

A =  [DELETED] during the period [DELETED] by all Affiliates in the [DELETED] in which the requirements under [DELETED] this Appendix A are met.

B =  A percent in accordance with the [DELETED] Schedule listed below.

C =  [DELETED] during the applicable [DELETED] by all Affiliates as listed on Appendix B [DELETED].

D =  [DELETED] by those same Affiliates as listed on Appendix B [DELETED] during the period [DELETED] using the [DELETED] of this Agreement in accordance with the [DELETED]:

Measurement Period	[DELETED] Schedule
[DELETED]	[DELETED]
[DELETED]	[DELETED]
[DELETED]	[DELETED]
[DELETED]	[DELETED]

Amend No. 3 Agreement No. 200308359 - 8 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

(c) [DELETED] Schedule. The [DELETED] schedule is as follows:

[DELETED]	B
[DELETED]	[DELETED]
[DELETED]	[DELETED]
[DELETED]	[DELETED]
[DELETED]	[DELETED]

(d) Payment. Estimated payments will be made [DELETED] within [DELETED] days using Amgen’s discount calculation schedules, and the [DELETED] after receipt by Amgen of [DELETED].

(e) Vesting. GAMBRO’s [DELETED] will vest [DELETED]. In the event the estimated [DELETED] payments paid to GAMBRO each [DELETED] exceed GAMBRO’s actual [DELETED], GAMBRO shall reimburse Amgen the difference between the [DELETED] payment paid and the [DELETED] payment amount earned within [DELETED] days of GAMBRO’s receipt of Amgen’s written notification of such difference.

5. [DELETED]. For the Term of the Agreement GAMBRO shall be eligible to receive a [DELETED] provided that certain data elements specified below are transmitted to Amgen electronically. GAMBRO will use its best efforts that are reasonably available and recorded. The [DELETED] will be calculated as a percentage of the Qualified Purchases of EPOGEN^® attributable to GAMBRO during each [DELETED]. To qualify for the [DELETED] the following [DELETED] must be submitted to Amgen by GAMBRO and all Affiliates in a machine readable format acceptable to Amgen (Excel; Lotus 123.wk1; or text file that is tab delimited, comma delimited, colon delimited or space delimited):

Facility ID;

Patient ID (sufficient to consistently track an individual patient without in any way disclosing the identity of the patient);

[DELETED];

[DELETED];

Modality; Hemodialysis (“HD”) ID or peritoneal dialysis (“PD”) ID (a PD patient shall be defined as a patient who receives at least one (1) peritoneal dialysis treatment during a given month as recorded in data base) – [DELETED];

[DELETED] with date [DELETED];

All [DELETED] with their corresponding draw dates for each patient by Patient ID;

[DELETED] delivered for each patient per treatment with date;

[DELETED];

[DELETED];

[DELETED];

[DELETED];

[DELETED] with date for peritoneal dialysis patients only;

[DELETED];

[DELETED]; and

[DELETED]

Amend No. 3 Agreement No. 200308359 - 9 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

(a) For the period [DELETED], the following [DELETED] shall be added as requirements of the [DELETED]. Data submission of the following patient data for the period [DELETED] and for the period [DELETED] shall be no later than [DELETED].

[DELETED];

[DELETED];

[DELETED];

[DELETED];

[DELETED]

(b) For the period [DELETED], the following [DELETED] shall be removed as requirements of the [DELETED]:

[DELETED]

Such patient data must be submitted, on a [DELETED] basis, and no later than [DELETED] days after the end of each [DELETED]. If such patient data is received more than [DELETED] days after the last day of any [DELETED] within a given [DELETED], the total Qualified Purchases of EPOGEN^® attributable to GAMBRO during such [DELETED] will be excluded from the calculation of the [DELETED] for that [DELETED]. Notwithstanding the foregoing, if Amgen receives all required data from a minimum of [DELETED] of all Affiliates within the time frame referenced above for any [DELETED] within a given [DELETED], the total Qualified Purchases of EPOGEN^® attributable to GAMBRO and all Affiliates during such [DELETED], will be included in the calculation of the [DELETED] for that [DELETED]. However, if Amgen determines that any Affiliate is consistently not submitting the required data, Amgen and GAMBRO will work collaboratively in resolving such inconsistencies. Amgen reserves the right, in its sole discretion, to exclude any such non-reporting Affiliate’s Qualified Purchases of EPOGEN^® from the calculation of the [DELETED] for any relevant [DELETED]. All data to be submitted by GAMBRO to Amgen must include a designation as to which patients are “Prevalent Dialysis Patients” (for purposes of this Agreement, Prevalent Dialysis Patients shall be defined as those patients who have been receiving dialysis treatments from GAMBRO for fifteen (15) days or more).

The [DELETED] will vest [DELETED] on the last day of [DELETED] respectively, and be paid [DELETED] in accordance with the terms and conditions described in Section 9 of the Agreement.

6. [DELETED]. The purpose of the [DELETED] is to [DELETED] from GAMBRO and its Affiliates and received by Amgen, such that the [DELETED] used by both companies are [DELETED]. For the period [DELETED] GAMBRO shall be eligible to receive a [DELETED] provided the following requirements are met. The [DELETED] will be calculated as a percentage of the Qualified Purchases of EPOGEN^® attributable to GAMBRO during each [DELETED].

(a) To qualify for the [DELETED], the following requirements must be met:

i) GAMBRO must submit, each [DELETED], in a machine readable format acceptable to Amgen (Excel; Lotus 123.wk1; or text file that is tab delimited, comma delimited, colon delimited or space delimited), all identifying information for a facility (e.g. GAMBRO’s account hierarchy for each facility submitted) (the “Facility Reference File”). The Amgen ACIS # must be included in the Facility Reference File for any [DELETED] submissions made on or after [DELETED];

ii) GAMBRO must notify Amgen no later than [DELETED] days prior to implementing any [DELETED] in the [DELETED] made by GAMBRO and its Affiliates to Amgen under this Agreement and Amgen may reasonably request modifications to such [DELETED] to ensure [DELETED] of the such [DELETED].

(b) To qualify for the [DELETED], the following additional requirements must be met:

i) GAMBRO must develop, in conjunction with Amgen, and deliver on or prior to [DELETED], a mutually agreeable [DELETED] following an [DELETED] by GAMBRO and/or [DELETED] GAMBRO [DELETED];

ii) GAMBRO and Amgen must mutually agree upon in detail a [DELETED] intended to develop and improve the [DELETED] GAMBRO and Amgen (the “[DELETED]”). The [DELETED] must be detailed, set forth in writing and attached as an addendum to the contract on or before [DELETED]. The [DELETED] must include detailed [DELETED] on a specific timeline for the period [DELETED]. These [DELETED] and timeline [DELETED] will be used to determine the

Amend No. 3 Agreement No. 200308359 - 10 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

[DELETED] requirements for earning the [DELETED] for the period [DELETED]. The [DELETED] should include the following as well as other mutually agreed upon [DELETED]:

• [DELETED] to discuss the [DELETED] of each project, with additional [DELETED] as required;

• Develop and deliver a [DELETED] for [DELETED] to include [DELETED]

• Define [DELETED];

• Develop and deliver a [DELETED];

• Develop and deliver a [DELETED];

• Develop and deliver a [DELETED].

• Develop and deliver a [DELETED] at initial dialysis data for inclusion in the data, if feasible, required to be submitted in Appendix A Section 5.

(c) To qualify for the [DELETED] for the period [DELETED], GAMBRO must additionally achieve the [DELETED] goals as set forth in the [DELETED].

The Facility Reference File referenced in this Section 6(a)(i) must be submitted, on a [DELETED] basis, and no later than [DELETED] after the end of each [DELETED]. If such Facility Reference File is received more than [DELETED] days after the last day of any [DELETED] within a given [DELETED], the total Qualified Purchases of EPOGEN^® attributable to GAMBRO during such [DELETED] will be excluded from the calculation of the [DELETED] for that [DELETED].

The [DELETED] will vest [DELETED] on the [DELETED] of [DELETED] and be paid [DELETED] in accordance with the terms and conditions described in Section 9 of the Agreement.

7. [DELETED]. For the Term of the Agreement, GAMBRO may qualify for the [DELETED] (“[DELETED]”) provided it meets the criteria described below in this Section 7. The [DELETED] is designed to improve patient outcomes by encouraging [DELETED].

(a) Requirements: In order to qualify for the [DELETED], GAMBRO must meet the [DELETED] of this Appendix A, and GAMBRO and its Affiliates must provide Amgen the following data items, on a [DELETED] basis, and no later than [DELETED] days after the end of each [DELETED], in a machine readable format acceptable to Amgen (Excel; Lotus 123.wk1; or text file that is tab delimited, comma delimited, colon delimited or space delimited) in accordance with the data submission requirements contained in Section 5 of this Appendix A for [DELETED] and date, AND [DELETED] with date for each patient by GAMBRO and its Affiliates. In the event [DELETED] is submitted, instead of [DELETED], Amgen will convert such [DELETED] values to [DELETED] values by [DELETED]. Amgen will convert all lab values taken of [DELETED] for each patient by GAMBRO and its Affiliates, AND all the lab values taken of [DELETED] for each patient by GAMBRO and its Affiliates into the [DELETED] for each patient by GAMBRO and its Affiliates, AND the [DELETED] for each patient by GAMBRO and its Affiliates for each of the [DELETED] Measurement Periods (as defined in the schedule immediately below). GAMBRO hereby certifies that the data submitted for each eligible Affiliate includes the required results from all dialysis patients of such Affiliate, and does not include results from non-patients. GAMBRO also represents and warrants that it (i) has no reason to believe that the submitted data is incorrect, and (ii) is or will be authorized to make this certification on behalf of all eligible Affiliates when submitting data.

[DELETED] Measurement Periods

[DELETED]

[DELETED]

[DELETED]

[DELETED]

[DELETED]

(b) Calculation: Assuming GAMBRO and Affiliates have fulfilled all requirements as described in Section 7(a) above, to qualify for the [DELETED], GAMBRO must achieve [DELETED] in the [DELETED], as that term is defined below, from the

[DELETED], as that term is defined below, during each [DELETED] Measurement Period, and such increase shall be defined as [DELETED].

Amend No. 3 Agreement No. 200308359 - 11 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

For purposes of this Section 7, [DELETED] shall mean the [DELETED] for each patient by GAMBRO and its Affiliates AND the [DELETED] for each patient by GAMBRO and its Affiliates during the period [DELETED]; and [DELETED] shall mean the [DELETED] for each patient by GAMBRO and its Affiliates AND the [DELETED] for each patient by GAMBRO and its Affiliates for each of the above referenced [DELETED] Measurement Periods.

Using the [DELETED] described above, the [DELETED] will be calculated as the percentage of patients within the [DELETED], by dividing the [DELETED] (for the purposes of this Agreement the [DELETED] shall be defined as the number of patients who have at least one test within the reporting [DELETED] and the [DELETED] defined as follows: [DELETED], as shown below:

[DELETED]

Using the [DELETED] described above, which shall be calculated on a [DELETED] basis, the [DELETED] for each [DELETED] Measurement Period will be calculated as the [DELETED], by [DELETED], as shown below:

[DELETED]

The [DELETED] shall then be calculated by [DELETED], as shown below:

[DELETED]

The [DELETED] Rebate will be calculated on a [DELETED] basis in accordance with Amgen’s discount calculation policies. Following determination of the [DELETED], Amgen shall then calculate GAMBRO’s [DELETED] Rebate in accordance with the following formula and the rebate tables listed below.

[DELETED] Rebate = A X B

Where

A = [DELETED] of EPOGEN^® during the relevant [DELETED] Measurement Period.

B = A percent determined from [DELETED] in accordance with the schedule below.

C = [DELETED]

D = [DELETED]

[DELETED] Measurement Period 2 Rebate Table

[DELETED]	[DELETED]	Rebate Percent (B)
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]

[DELETED] Measurement Period 3 Rebate Table

[DELETED]	[DELETED]	Rebate Percent (B)
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]

Amend No. 3 Agreement No. 200308359 - 12 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

[DELETED] Measurement Period 4 Rebate Table

[DELETED]	[DELETED]	Rebate Percent (B)
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]

[DELETED] Measurement Period 5 Rebate Table

[DELETED]	[DELETED]	Rebate Percent (B)
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]

[DELETED] Measurement Period 6 Rebate Table

[DELETED]	[DELETED]	Rebate Percent (B)
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]
[DELETED]	[DELETED]	[DELETED]

* Notwithstanding anything contained herein to the contrary, the maximum rebate percent payable for [DELETED] Measurement Period 2 shall not exceed [DELETED] and for [DELETED] Measurement Periods 3, 4, 5, and 6 shall not exceed [DELETED] under this [DELETED] program.

(c) Payment: The [DELETED] will be calculated and paid to GAMBRO on a [DELETED] basis. Payment is contingent upon receipt by Amgen of all required Data for the corresponding [DELETED] (including the [DELETED]). Such data must be submitted, on a [DELETED] basis, and no later than [DELETED] days after the end of each [DELETED]. If such data is received more than [DELETED] days after the last day of any [DELETED] within a given [DELETED], the total Qualified Purchases of EPOGEN^® attributable to GAMBRO during such [DELETED] will be excluded from the calculation of the [DELETED] for that [DELETED]. Notwithstanding the foregoing, if Amgen receives all required data from a minimum of [DELETED] of all Affiliates within the time frame referenced above for any [DELETED] within a given [DELETED], the total Qualified Purchases of EPOGEN^® attributable to GAMBRO and all Affiliates during such [DELETED], will be included in the calculation of the [DELETED] for that [DELETED]. However, if Amgen determines that any Affiliate is consistently not submitting the required data, Amgen and GAMBRO will work collaboratively in resolving such inconsistencies. Amgen reserves the right, in its sole discretion, to exclude any such non-reporting Affiliate’s Qualified Purchases of EPOGEN^® from the calculation of the [DELETED] for any relevant [DELETED].

The [DELETED] discount will vest [DELETED] on the [DELETED] of [DELETED] respectively, and be paid [DELETED] in accordance with the terms and conditions described above.

Amend No. 3 Agreement No. 200308359 - 13 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

8. [DELETED]. During the Term of this Agreement, GAMBRO may qualify for an [DELETED] as outlined below.

(a) Calculation:

[DELETED]

* For the period [DELETED], GAMBRO may qualify to receive an [DELETED].

(b) Payment and Vesting: The [DELETED] will vest at the end of each [DELETED] during the Term and will be paid on a [DELETED] basis in accordance with Section 9 of this Agreement.

9. Sponsorship. Through this agreement, Amgen and GAMBRO are working toward a common goal of improving patient outcomes. To achieve that goal, GAMBRO, throughout the Term of the agreement, will be developing and providing education and training, along with tools, for its clinical staff, Medical Directors, admitting physicians, and at times, patients. It is understood that Amgen may provide to GAMBRO financial support and/or materials and that Amgen is under no obligation to provide any sponsorships (“Sponsorship”) to assist GAMBRO in providing said education and training and tool development. To maintain compliance with applicable laws, rules, guidelines and regulations, both GAMBRO and Amgen agree to implement the following process as it relates to possible sponsorship of education and training sessions and tool development.

GAMBRO agrees to provide to Amgen, within a reasonable period of time, a list of all proposed education and training sessions, including Divisional meetings, scheduled for 2004. Such lists shall enable Amgen to plan for possible sponsorship for the upcoming year. Amgen understands that said lists shall only be proposed education and training sessions, and that other sessions may be added, and some sessions may be deleted, by GAMBRO during the course of the respective calendar year. Such changes shall be communicated to Amgen within a reasonable time period. The lists shall include training sessions/meeting topics, possible attendees and approximate date of meeting/training session. Additionally, it is understood by GAMBRO that Amgen may propose to GAMBRO potential sponsorship opportunities.

GAMBRO will [DELETED].

Within a reasonable period of time, both GAMBRO and Amgen shall designate to each other a contact(s) for their respective company to discuss potential sponsorship opportunities during the term of the agreement. The respective contact(s) shall ensure that all necessary documentation exists to support that the sponsorship opportunity complies with applicable laws, rules, guidelines and regulations. All sponsorship opportunities must be communicated through each company’s respective contact(s).

Appendix B: List of GAMBRO Affiliates

(See attached Excel File

“Appendix B_AmendNo.3_200308359_11232004.xls”)

Amend No. 3 Agreement No. 200308359 - 14 - Ver. 11/24/04 ACIS 10514

Amendment No. 3 Agreement No. 200308359 (Continued)

Appendix C: List of GAMBRO Wholesalers

To ensure GAMBRO receives the appropriate discount, it is important Amgen receives GAMBRO’S current list of Authorized Wholesalers. The following list represents the Wholesalers Amgen currently has associated with GAMBRO’S contract. Please update the list by adding or deleting Wholesalers as necessary.

American Medical Distributors, Inc. Subsidiary of Bellco Drug Corporation

100 New Highway

Amityville, NY 11701

CMA 600644

Bellco Drug Corporation

5500 New Horizons Blvd

North Amityville, NY 11701

CMA 600051

Amend No. 3 Agreement No. 200308359 - 15 - Ver. 11/24/04 ACIS 10514

EX-10.9

Exhibit 10.9

CORPORATE INTEGRITY AGREEMENT

BETWEEN THE

OFFICE OF INSPECTOR GENERAL

OF THE

DEPARTMENT OF HEALTH AND HUMAN SERVICES

AND

GAMBRO HEALTHCARE, INC.

I. PREAMBLE

Gambro Healthcare, Inc. together with its indirect, direct, wholly-owned, and partially-owned subsidiaries and joint ventures in which Gambro Healthcare, Inc. owns an interest of 5 percent or greater that provide outpatient dialysis services, including any holding companies owned by Gambro Healthcare, Inc., which in turn own the clinics providing outpatient dialysis services, and their predecessors and successors, (collectively, Gambro) hereby enters into this Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG) of the United States Department of Health and Human Services (HHS) to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) (Federal health care program requirements). Contemporaneously with this CIA, Gambro is entering into Settlement Agreements with the United States in the Eastern District of Missouri, and the Eastern District of Pennsylvania, and this CIA is incorporated by reference into those Settlement Agreements.

Prior to the execution of this CIA, Gambro established a Corporate Compliance Program (Compliance Program). This Compliance Program includes policies and procedures, an education and training component, mechanisms for ongoing monitoring and auditing of Gambro operations to assess compliance, mechanisms for employees and agents to report incidents of noncompliance in an anonymous way, disciplinary actions for individuals violating compliance policies and procedures, and oversight of the compliance program by the Gambro Compliance Officer, Division Compliance Officers, and Gambro’s Compliance Committee. Gambro agrees to continue to operate its Compliance Program for the term of this CIA. The Compliance Program may be modified as appropriate but, at a minimum, shall comply with the integrity obligations enumerated in this CIA.

II. TERM AND SCOPE OF THE CIA

A. The period of the compliance obligations assumed by Gambro under this CIA shall be 5 years from the effective date of this CIA, unless otherwise specified. The effective date of this CIA shall be the effective date of the Settlement Agreement between the United States Attorney’s Office for the Eastern District of Missouri and Gambro. (Effective Date). Each one-year period, beginning with the one-year period following the Effective Date, shall be referred to as a “Reporting Period.”

Gambro Healthcare, Inc.

Corporate Integrity Agreement

B. Sections VII, VIII, IX, X, and XI shall expire no later than 120 days after OIG’s receipt of: (1) Gambro’s final annual report; or (2) any additional materials submitted by Gambro pursuant to OIG’s request, whichever is later.

C. The scope of this CIA shall be governed by the following definitions:

1. “Gambro Clinic” includes each outpatient dialysis clinic in which Gambro owns an interest of 5 percent or greater.

2. “Covered Persons” includes:

a. all officers, directors, and employees of Gambro;

b. all contractors, subcontractors, agents, and other persons who provide patient care items or services or who perform billing or coding functions related to patient care on behalf of Gambro;

c. all Gambro Clinic medical directors (Medical Directors); and

d. all physicians credentialed and privileged as active staff with Gambro who do not serve as Medical Directors (Covered Physicians).

Notwithstanding the above, with the exception of Medical Directors and Covered Physicians, this term does not include part-time or per diem employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to work more than 160 hours per year, except that any such individuals shall become “Covered Persons” at the point when they work more than 160 hours during the calendar year.

3. “Relevant Covered Persons” shall include:

a. Negotiators: all Covered Persons who approve Arrangements, and shall include Regional Directors, Regional Vice Presidents, Materials Management Personnel, Legal Personnel, Compliance Personnel, and Executives of Gambro;

b. Programmers: all Covered Persons involved in the design or programming of systems that impact diagnosis or procedure coding, reimbursement, billing, or clinical documentation (collectively, Relevant Software);

c. Billers: all Covered Persons who input, code, or bill claims;

d. Medical Directors: the medical directors of all Gambro Clinics;

e. Clinic Compliance Liaisons: all Covered Persons designated by Gambro to act as liaison between a Gambro Clinic and the Compliance Officer, as defined at Section III.A.3 below; and

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f. Human Resources Staff: all Covered Persons involved directly in human resource functions that include (1) excluded person background checks and/or (2) intake of Human Resource Employee Hotline telephone calls, and all Covered Persons who manage or supervise such Covered Persons.

4. “Arrangements” includes every arrangement or transaction that (a) involves, directly or indirectly, the offer, payment, solicitation, or receipt of anything of value; and (b) is between Gambro and any actual or potential source of health care business or referrals to Gambro or any actual or potential recipient of health care business or referrals from Gambro. The term “source” shall mean any physician, contractor, vendor, or agent, and the term “health care business or referrals” shall be read to include referring, recommending, arranging for, ordering, leasing, or purchasing of any good, facility, item, or service for which payment may be made in whole or in part by Medicare, Medicaid, or any other Federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)). The other party to an Arrangement shall be referred to herein as a “Contractor.”

III. CORPORATE INTEGRITY OBLIGATIONS

Gambro shall maintain a Compliance Program that includes the following elements:

A. Compliance Officer and Committee.

1. Compliance Officer. Gambro certifies that it has appointed an individual to serve as the Compliance Officer for Gambro. Gambro shall maintain a Compliance Officer for the term of the CIA. The Compliance Officer shall be responsible for developing and implementing policies, procedures, and practices designed to ensure compliance with the requirements set forth in this CIA and with Federal health care program requirements. The Compliance Officer shall be a member of senior management of Gambro, shall make periodic (at least quarterly) reports regarding compliance matters directly to the Board of Directors of Gambro, and shall be authorized to report on such matters to the Board of Directors at any time. The Compliance Officer shall not be, or be subordinate to, the General Counsel or Chief Financial Officer. The Compliance Officer shall be responsible for monitoring the day-to-day compliance activities engaged in by Gambro as well as for any reporting obligations created under this CIA.

Gambro shall not assert a privilege to the OIG with respect to legal advice or counsel Gambro obtains regarding Federal health care programs or Gambro’s compliance with the terms of this CIA from the Compliance Officer or any employee reporting to the Compliance Officer. The Compliance Officer or any employee reporting to the Compliance Officer may seek legal advice without advance waiver of any applicable privilege from attorneys outside the Compliance Department.

Gambro shall report to OIG, in writing, any changes in the identity or position description of the Compliance Officer, or any actions or changes that would affect the Compliance Officer’s ability to perform the duties necessary to meet the obligations in this CIA, within 15 days after such a change.

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2. Compliance Committee. Gambro certifies that it has a Compliance Committee in place that includes the Gambro Compliance Officer and other members of senior management (senior executives supervising relevant departments, such as billing, clinical, human resources, audit, and operations) necessary to meet the requirements of this CIA. The Compliance Officer shall chair the Compliance Committee and the Compliance Committee shall support the Compliance Officer in fulfilling his/her responsibilities (e.g., shall assist in the analysis of the organization’s risk areas and shall oversee monitoring of internal and external audits and investigations). Gambro shall report to OIG, in writing, any changes in the composition of the Compliance Committee, or any actions or changes that would affect the Compliance Committee’s ability to perform the duties necessary to meet the obligations in this CIA, within 15 days after such a change.

3. Clinic Compliance Liaison. Gambro shall designate the regional director for each Gambro Clinic to act as Clinic Compliance Liaison (CCL). CCLs shall be responsible for overseeing compliance efforts at the clinic level. CCL duties shall include ensuring that clinic staff members complete applicable CIA and compliance related activities in a timely and effective manner and working with the Compliance Officer to increase compliance awareness at the clinic level. The Compliance Officer shall maintain a list of all CCLs and the Gambro Clinics for which each CCL is responsible. This list shall be made available to OIG upon request.

B. Written Standards.

1. Standards of Business Conduct. Gambro has represented to OIG that it has a Standards of Business Conduct, and provided a copy of said document to OIG. Within 120 days after the Effective Date, Gambro shall revise, as necessary, and make available the written Standards of Business Conduct to all Covered Persons, except Medical Directors and Covered Physicians. Gambro shall make the promotion of, and adherence to, the Standards of Business Conduct a requirement of continued employment and an element in evaluating the performance of all employees where performance evaluations are conducted. The Standards of Business Conduct shall, at a minimum, set forth:

a. Gambro’s commitment to full compliance with all Federal health care program requirements, including its commitment to prepare and submit accurate claims consistent with such requirements;

b. Gambro’s requirement that all of its Covered Persons shall be expected to comply with all Federal health care program requirements and with Gambro’s own Policies and Procedures as implemented pursuant to this Section III.B (including the requirements of this CIA);

c. the requirement that all of Gambro’s Covered Persons shall be expected to report to the Compliance Officer or other appropriate individual designated by Gambro suspected violations of any Federal health care program requirements or of Gambro’s own Policies and Procedures;

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d. the possible consequences to both Gambro and Covered Persons of failure to comply with Federal health care program requirements and with Gambro’s own Policies and Procedures and the failure to report such noncompliance; and

e. the right of all individuals to use the Disclosure Program described in Section III.F, and Gambro’s commitment to nonretaliation and to maintain, as appropriate, confidentiality and anonymity with respect to such disclosures.

Within 120 days after the Effective Date, each Covered Person, except Medical Directors and Covered Physicians, shall certify, in writing or electronically, that he or she has been provided electronic access to, and training on, and shall abide by Gambro’s Standards of Business Conduct. New Covered Persons, except Medical Directors and Covered Physicians, shall receive the training and access to the Standards of Business Conduct and shall complete the required certification within 30 days after becoming a Covered Person or within 120 days after the Effective Date, whichever is later.

Within 60 days of the Effective Date, Gambro shall provide each Medical Director and Covered Physician a copy of the Compliance Critical Concepts as well as electronic access to Gambro’s Standards of Business Conduct. This document will cover the topics discussed in Section III.B.1. New Medical Directors and Covered Physicians shall receive a copy of the Compliance Critical Concepts and electronic access to Gambro’s Standards of Business Conduct within 30 days after becoming a Medical Director or Covered Physician or within 60 days after the Effective Date, whichever is later. In addition, Gambro shall obtain certification from Medical Directors and Covered Physicians through training and in accordance with the requirements specified in Sections III.C.3 and III.C.4.

Gambro shall periodically review the Standards of Business Conduct to determine if revisions are appropriate and shall make any necessary revisions based on such review. Any revised Standards of Business Conduct shall be distributed within 30 days after any revisions are finalized.

2. Policies and Procedures. Within 120 days after the Effective Date, Gambro shall review, and where appropriate revise, its written Policies and Procedures regarding the operation of Gambro’s compliance program and its compliance with Federal health care program requirements. At a minimum, the Policies and Procedures shall address:

a. the subjects relating to the Standards of Business Conduct identified in Section III.B.1;

b. the applicability of Federal health care program requirements to Gambro’s various business activities, including the negotiation of Arrangements, the designing and programming of Relevant Software, and the billing and coding of claims;

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c. 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”), and the regulations and other guidance documents related to the Anti-Kickback Statute, and business or financial arrangements or contracts that induce the unlawful referral of Federal health care program beneficiaries in violation of the Anti-Kickback Statute;

d. the requirements set forth in Sections III.D and E; and

e. the billing of Stat Lab tests, as defined in Appendix E, in a manner that will protect the Federal health care program from overpayments.

Within 120 days after the Effective Date, the relevant portions of the Policies and Procedures shall be made available to all individuals whose job functions relate to those Policies and Procedures. Appropriate and knowledgeable staff shall be available to explain the Policies and Procedures.

At least annually (and more frequently, if appropriate), Gambro shall assess and update as necessary the Policies and Procedures. Within 30 days after the effective date of any revisions, the relevant portions of any such revised Policies and Procedures shall be made available to all individuals whose job functions relate to those Policies and Procedures.

C. Training and Education.

1. General Training. Within 120 days after the Effective Date, Gambro shall provide at least two hours of General Training to each Covered Person, excluding Medical Directors and Covered Physicians. This training, at a minimum, shall explain:

a. Gambro’s CIA requirements; and

b. Gambro’s Compliance Program (including the Standards of Business Conduct and the Policies and Procedures as they pertain to general compliance issues).

New Covered Persons shall receive the General Training described above within 30 days after becoming a Covered Person or within 120 days after the Effective Date, whichever is later. After receiving the initial General Training described above, each Covered Person shall receive at least one hour of General Training annually in subsequent Reporting Periods.

If, pursuant to Gambro’s Compliance Program, Gambro has provided General Training to Covered Persons that satisfies the requirements set forth above in Section III.C.1 within one (1) month prior to the Effective Date, the OIG shall credit the training for purposes of satisfying Gambro’s General Training obligations for the first Reporting Period of this CIA.

2. Specific Training. Within 150 days after the Effective Date, the following Specific Training shall be provided to the applicable Relevant Covered Persons.

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a. Negotiation Training: Each Negotiator shall receive at least two hours of Negotiation Training in addition to the General Training required above. This Negotiation Training shall include a discussion of:

i. the legal sanctions and consequences for improper contracting or financial arrangements;

ii. examples of violations of the Anti-Kickback Statute;

iii. a review of Gambro’s contracting Policies and Procedures related to Arrangements, as defined in Section II.C.3 above and as developed pursuant to Sections III.B.2 and III.D, and the personal obligation of each individual involved in the development or maintenance of Arrangements to know applicable legal requirements and Gambro’s Policies and Procedures; and

iv. the specific applicability of the Anti-Kickback Statute, Federal health care program requirements, and Gambro policies and procedures to the negotiation and maintenance of all types of Arrangements entered into by Gambro, including joint ventures with physicians and Federal health care providers, Medical Director contracts, and physician credentialing.

b. Billing Training: Each Biller shall receive at least two hours of Billing Training, which shall include a discussion of:

i. the Federal health care program requirements regarding the accurate coding and submission of claims;

ii. policies, procedures, and other requirements applicable to the documentation of medical records;

iii. the personal obligation of each individual involved in the claims submission process to ensure that such claims are accurate;

iv. applicable reimbursement statutes, regulations, and program requirements and directives;

v. the legal sanctions for violations of the Federal health care program requirements; and

vi. examples of proper and improper claims submission practices.

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c. Programming Training: Each Programmer shall receive at least one hour of Programming Training, which shall include a discussion of:

i. the obligation of each Programmer to comply with all Federal health care program rules and regulations;

ii. the Federal health care program requirements regarding the accurate coding and submission of claims;

iii. Federal health care program requirements, internal Policies and Procedures, and other requirements applicable to the documentation of medical records;

iv. the process by which Gambro codes claims for reimbursement by Medicare and Medicaid;

v. the effect of programming and design choices on the submission of claims to Medicare and Medicaid;

vi. the legal, regulatory, and internal Gambro sanctions for improper conduct; and

vii. examples of proper and improper conduct.

The Programming Training shall be designed to assist each Programmer in recognizing the potential effects of Programming decisions on Gambro’s compliance with Federal health care program requirements, e.g. how a Relevant Software program or program element might cause Gambro to engage in noncompliant acts or result in the submission of a false or inaccurate claim to Medicare or Medicaid.

d. CCL Training: Each CCL shall receive one hour of CCL Training, which shall include a discussion of:

i. the purpose of the CIA;

ii. the obligations of Clinic staff members under the CIA;

iii. the role of the Compliance Officer and compliance staff;

iv. the role and availability of Gambro’s Disclosure Program; and

v. methods of explaining the importance of, and encouraging the practice of, compliance and CIA requirements to Clinic staff.

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e. Human Resources Personnel Training. Each Human Resources Staff member shall receive one hour of training, which shall include a discussion of the following:

i. statutes and regulations pertaining to the exclusion of individuals and companies from the Federal health care programs;

ii. the legal consequences to Gambro of employing or contracting with excluded individuals or companies;

iii. Gambro’s Disclosure Program, with specific reference to the purpose and operation of the Employee Hotline;

iv. the role and duties of the Compliance Officer; and

v. the identification and referral of compliance complaints or matters to the Compliance Officer.

Relevant Covered Persons shall receive the applicable Specific Training within 60 days after the beginning of their employment or becoming Relevant Covered Persons, or within 120 days after the Effective Date, whichever is later. A Gambro employee who has completed the applicable Specific Training shall supervise a new Relevant Covered Person’s work, to the extent that the work relates to the topics covered by the applicable Specific Training, until such time as the new Relevant Covered Person completes his or her applicable Specific Training.

If, pursuant to Gambro’s Compliance Program, Gambro has provided Specific Training to Covered Persons that satisfies the requirements set forth above in Section III.C.2 within four (4) months prior to the Effective Date, the OIG shall credit the training for purposes of satisfying Gambro’s Specific Training obligations for the first Reporting Period of this CIA.

After receiving the initial applicable Specific Training described in this Section, each Relevant Covered Person shall receive, as applicable, at least two hours of Negotiation Training, one hour of Billing Training, one hour of Programming Training, one hour of CCL Training, and/or one hour of Human Resources Staff Training annually in subsequent Reporting Periods.

3. Medical Director Training: Within seven months after the Effective Date, Gambro shall develop and implement a special Medical Director training and education program (Medical Director Training). Medical Directors shall only be required to receive the Medical Director Training delineated in this Section III.C.3, which shall include two hours of Initial Medical Director Training covering:

a. the purpose of the CIA;

b. Gambro’s compliance program (including the Standards of Business Conduct and the Policies and Procedures as they pertain to Medical Directors);

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c. medical necessity and coverage requirements of the Federal health care programs;

d. documentation requirements of the Federal health care programs;

e. the requirements of the Anti-Kickback Statute;

f. the legal consequences to Gambro and Medical Directors of Anti- Kickback Statute violations; and

g. other Federal health care program requirements and Gambro policies and procedures directly related to the duties and responsibilities of Medical Directors.

After receiving the Initial Medical Directors Training, each Medical Director shall receive at least two hours of Supplemental Medical Director Training annually in subsequent Reporting Periods, which shall review the topics covered in the Initial Medical Director Training and include material changes in Federal health care program requirements, changes in Gambro policies and procedures, and changes in the Gambro corporate compliance program.

All new contracts or contract amendments between Gambro and its Medical Directors executed after the Effective Date of this CIA shall include a specific obligation on the part of the Medical Director to receive at least two hours of Initial Medical Director Training within seven months after the Effective Date or within 60 days after beginning to provide medical director services under the first new contract or contract amendment executed on or after the Effective Date, whichever is later; and thereafter the annual Supplemental Medical Director Training. For all other contracts between Gambro and its Medical Directors that are in force on the Effective Date, Gambro shall provide the Initial Medical Director Training and annual Supplemental Medical Director Training to the Medical Directors as set forth in this Paragraph and use its best efforts to encourage attendance and participation by the Medical Directors.

Each Medical Director who attends Medical Director Training shall certify, in writing, (or in electronic form, if they have received computer-based training) that he or she has received the training. The certification shall specify the type of training received and the date received. The Compliance Officer shall retain the certifications, along with all course materials. The certifications shall be made available to OIG, upon request.

The Compliance Officer shall also maintain records of the number of Medical Directors and the percentage of Medical Directors who attend Medical Director Training, and shall provide such records to OIG as part of its Implementation and Annual Reports.

4. Covered Physician Training. Within six months of the Effective Date, Gambro shall develop and implement a special Covered Physician training and education program (Covered Physician Training). Covered Physicians shall only be required to receive the Covered Physician Training delineated in this Section III.C.4, which shall include two hours of Initial Covered Physician Training covering:

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a. the purpose of the CIA;

b. Gambro’s compliance program (including the Standards of Business Conduct and the Policies and Procedures as they pertain to Covered Physicians);

c. medical necessity and coverage requirements of the Federal health care programs;

d. documentation requirements of the Federal health care programs;

e. the requirements of the Anti-Kickback Statute;

f. the legal consequences to Gambro and Covered Physicians of Anti-Kickback Statute violations; and

g. other Federal health care program requirements and Gambro policies and procedures directly related to the duties and responsibilities of Covered Physicians.

After receiving the Initial Covered Physician Training, each Covered Physician shall receive at least two hours of Supplemental Covered Physician Training in subsequent Reporting Periods, which shall review the topics covered in the Initial Covered Physician Training and include material changes in Federal health care program requirements, changes in Gambro policies and procedures, and changes in the Gambro corporate compliance program.

Gambro shall make Covered Physician Training available to all Covered Physicians, and shall use its best efforts to encourage their attendance and participation at such training. Each Covered Physician who attends Covered Physician Training shall certify, in writing, (or in electronic form, if they have received computer-based training) that he or she has received the training. The certification shall specify the type of training received and the date received. The Compliance Officer shall retain the certifications, along with all course materials. The certifications shall be made available to OIG, upon request.

The Compliance Officer shall also maintain records of the number of Covered Physicians and the percentage of Covered Physicians who attend Covered Physician Training, and shall provide such records to OIG as part of its Implementation and Annual Reports.

5. Certification. Each individual who is required to attend training shall certify, in writing, or in electronic form, if applicable, that he or she has received the required training. The certification shall specify the type of training received and the date received. The Compliance Officer (or designee) shall retain the certifications, along with all course materials. These shall be made available to OIG upon request.

6. Qualifications of Trainer. Persons providing the training (Trainers) shall be knowledgeable about the subject area.

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7. Update of Training. Gambro shall annually review the training, and, where appropriate, update the training to reflect changes in Federal health care program requirements, any issues discovered during internal audits or the IRO Claims Review, Unallowable Cost Review, Stat Lab Systems Review, Arrangements Review, or Heightened Arrangements Review, and any other relevant information.

8. Computer-based Training. Gambro may provide the training required under this CIA through appropriate computer-based training approaches. If Gambro chooses to provide computer-based training, it shall make available appropriately qualified and knowledgeable staff or Trainers to answer questions or provide additional information to the individuals receiving such training.

9. Self-Guided Study. All training, except for Computer-based Training, shall be conducted as a class by a Trainer, unless otherwise agreed upon in writing by OIG.

D. Contractual Compliance With the Anti-Kickback Statute.

This Section applies to all Arrangements, as defined at section II.C.3. As used in this Section, Arrangements shall also refer to all written versions of Arrangements. The party(ies) to an Arrangement other than Gambro shall be referred to herein as a “Contractor.”

1. Arrangements Procedures. Within 120 days after the Effective Date, Gambro shall create procedures reasonably designed to ensure that each Arrangement does not violate the Anti-Kickback Statute. Within 210 days after the Effective Date, Gambro shall implement the procedures. As part of these procedures Gambro shall ensure that the following requirements are implemented for each Arrangement:

a. the Arrangement shall be set forth in writing and signed by Gambro and the Contractor(s);

b. Gambro shall make available to all individuals who meet the definition of Covered Persons the applicable training, as set forth in Section III.C; and

c. Gambro shall provide each Contractor with a copy of its Critical Compliance Concepts and Anti-Kickback Policies and Procedures.

Gambro shall create an appropriate corrective action plan for any existing Arrangement that does not meet the requirements set forth above or that violate the Anti-Kickback Statute.

2. Relevant Arrangements Review. Within 210 days after the Effective Date, Gambro shall create a database following the instructions set forth in Appendix A pertaining to all Relevant Arrangements, as defined in Appendix A. This database shall be available for OIG review upon request. Gambro shall create an appropriate corrective action plan for any Relevant Arrangement that does not meet the requirements set forth at Section III.D.1 or that violates the Anti-Kickback Statute.

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3. New Arrangements and Renewed Existing Arrangements. Prior to entering into any new Arrangements or renewing any existing Arrangements, Gambro shall ensure that the Arrangements do not violate the Anti-Kickback Statute. In addition to the requirements set forth in Section III.D.l, Gambro shall also ensure that all new Arrangements and renewed existing Arrangements comply with the following requirements:

a. the Arrangement shall include a provision that all individuals who meet the definition of Covered Persons shall comply with Gambro’s Compliance Program, including the training related to the Anti-Kickback Statute;

b. Gambro shall certify and shall require Contractor(s) to certify, at the time of signing the Arrangement, and upon contract renewal, that the Arrangement is not intended to generate referrals for services or supplies for which payment may be made in whole or in part under any Federal health care program; and

c. Gambro shall require the Contractor(s) to certify, at the time of signing the Arrangement, that the Contractor(s) shall comply with Gambro’s compliance program and with the Anti-Kickback Statute in all matters involving Gambro.

4. Heightened Review of Arrangements. During each of the five Reporting Periods, Gambro shall perform Heightened Arrangements Review on its existing Relevant Arrangements. The Heightened Arrangements Review shall consist of three separate samples (Arrangement Samples). The Arrangement Samples shall be selected according to the procedure set forth in Appendix B. The Heightened Arrangements Review shall consist of an investigation on the initiation, negotiation, maintenance, performance, and, if relevant, dissolution of each Relevant Arrangement in the Arrangement Samples. The Heightened Arrangements Review shall be conducted according to the instructions set forth in Appendix B.

5. Heightened Arrangements Review Report. Gambro shall prepare a summary of its findings from the Heightened Arrangements Review (Heightened Arrangements Review Report). The Heightened Arrangements Review Report shall be included in Gambro’s Annual Report to the OIG.

6. Documents Related to Arrangements.

a. Gambro shall retain for a period of six years, and make available to OIG upon request: (1) copies of all Arrangements subject to Section III.D; and (2) all non-privileged documents and communications relating to the Arrangements and the actual performance of duties under the Arrangements.

b. Nothing in this CIA, or any other communication or report made pursuant to the CIA, shall constitute a waiver by Gambro of its attorney-client, attorney-work product, or other applicable privileges.

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Notwithstanding that fact, the existence of any such privilege shall not be used by Gambro to avoid its obligations to comply with the provisions of this CIA.

c. With respect to the documents reviewed, created, used, or relied upon in connection with the Heightened Arrangements Review, Gambro shall not assert any rights or privileges that may otherwise apply to the production of such documents to the OIG.

E. Review Procedures.

1. Independent Review Organization

a. Engagement of Independent Review Organization.

i. Within 120 days after the Effective Date, Gambro shall engage an entity (or entities), such as an accounting, auditing, or consulting firm (hereinafter “Independent Review Organization” or “IRO”), to perform reviews to assist Gambro in assessing and evaluating its billing and coding practices pursuant to the obligations of this Agreement and the Settlement Agreement. The applicable requirements relating to the IRO are outlined in Appendix C to this Agreement, which is incorporated by reference.

Each IRO engaged by Gambro shall have expertise in the billing, coding, reporting, and other requirements of the Federal health care programs’ end-stage renal disease benefit and in the general requirements of the Federal health care program(s) from which Gambro seeks reimbursement. Each IRO shall assess, along with Gambro, whether it can perform the IRO review in a professionally independent and/or objective fashion, as appropriate to the nature of the engagement, taking into account any other business relationships or other engagements that may exist.

ii. In the second or any subsequent Reporting Period Gambro may submit to OIG a request to conduct internal reviews of the billing review required by Sections III.E.2 and III.E.3 (the “Billing Review”). At the sole discretion of OIG, Gambro may perform the Billing Review for the first six months of the Reporting Period, which Billing Review shall comply with all of the requirements outlined in Sections III.E.2 and III.E.3. Gambro shall submit such Billing Review to OIG within eight (8) months after the beginning of the Reporting Period. The Billing Review performed by Gambro shall also include a report from an IRO that verifies that the Billing Review requirements have been satisfied. As part of any such verification performed by an IRO under this CIA, the IRO shall conduct a review of at least 20% of the claims reviewed by

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Gambro in performing its internal review. If, in its sole discretion, OIG determines that such internal review satisfactorily establishes the adequacy of Gambro’s billing practices pursuant to this CIA, OIG may allow Gambro to perform the Billing Review (with verification from the IRO) covering the second six months of the second Reporting Period in conformance with Section III.E.2 and III.E.3 in lieu of the IRO conducting the Billing Review for the entire second Reporting Period. Similarly, OIG may, in its sole discretion, allow Gambro to continue to perform the Billing Review (with verification by the IRO) in conformance with Sections III.E.2 and III.E.3 for the remaining Reporting Periods of this CIA in lieu of the IRO conducting the Billing Review for those Reporting Periods. To the extent that OIG permits Gambro to perform the Billing Review, then Gambro must submit all the information required in the sections of this CIA governing the Billing Review performed (Sections III.E.2 and/or III.E.3), as well as the results of the IRO’s verification.

b. General Review Procedures.

i. Reviews. The IRO(s) review shall evaluate and analyze:

A. Gambro’s coding, billing, and claims submission to the Federal health care programs and the reimbursement received (Claims Review);

B. whether Gambro sought payment for certain unallowable costs (Unallowable Cost Review); and

C. Gambro’s requests for Stat Lab services and whether any double billing has occurred for laboratory tests performed as Stat Lab tests (Stat Lab Systems Review).

ii. Frequency of Claims and Stat Lab Systems Review. The Claims Review and the Stat Lab Systems Review shall be performed annually and shall cover each of the Reporting Periods. The IRO(s) shall perform all components of each annual Claims Review and Stat Lab Systems Review, except by prior agreement with OIG under the provisions set forth elsewhere in this CIA.

iii. Frequency of Unallowable Cost Review. If applicable, the IRO shall perform the Unallowable Cost Review for the first Reporting Period.

c. Retention of Records. The IRO and Gambro shall retain and make available to OIG, upon request, all work papers, supporting

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documentation, correspondence, and draft reports (those exchanged between the IRO and Gambro) related to the reviews.

2. Claims Review. The Claims Review shall include a Discovery Sample and, if necessary, a Full Sample. The applicable definitions, procedures, and reporting requirements are outlined in Appendix D to this Agreement, which is incorporated by reference.

a. Discovery Sample. The IRO shall randomly select and review a sample of 10 Beneficiary Paid Claims from each of the Clinics in the Sampling Frame.

All the Paid Claims shall be reviewed based on the supporting documentation available at Gambro’s office or under Gambro’s control and applicable billing and coding regulations and guidance to determine whether the claim was correctly coded, submitted, and reimbursed.

i. If the Error Rate (as defined in Appendix D) for the Discovery Sample is less than 5%, no additional sampling is required, nor is the Systems Review required. (Note: The guidelines listed above do not imply that this is an acceptable error rate. Accordingly, Gambro should, as appropriate, further analyze any errors identified in the Discovery Sample. Gambro recognizes that OIG or other HHS component, in its discretion and as authorized by statute, regulation, or other appropriate authority may also analyze or review Paid Claims included, or errors identified, in the Discovery Sample or any other segment of the universe.)

ii. If the Discovery Sample indicates that the Error Rate is 5% or greater, the IRO shall perform a Full Sample and a Systems Review, as described below.

b. Full Sample. If necessary, as determined by procedures set forth in Section III.E.2.a, the IRO shall perform an additional sample of Beneficiary Paid Claims using commonly accepted sampling methods and in accordance with Appendix D. The Full Sample shall be designed to: (i) estimate the actual Overpayment in the population with a 90% confidence level and with a maximum relative precision of 25% of the point estimate; and (ii) conform with the Centers for Medicare and Medicaid Services’ statistical sampling for overpayment estimation guidelines. The Paid Claims shall be reviewed based on supporting documentation available at Gambro’s office or under Gambro’s control and applicable billing and coding regulations and guidance to determine whether the claim was correctly coded, submitted, and reimbursed. For purposes of calculating the size of the Full Sample, the Discovery Sample may serve as the probe sample, if statistically appropriate. Additionally, Gambro may use the Beneficiary Paid Claims sampled as part of the

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Discovery Sample, and the corresponding findings for those 10 Beneficiary Paid Claims from each of the Clinics in the Sampling Frame, as part of its Full Sample, if: (i) statistically appropriate and (ii) Gambro selects the Full Sample Items using the seed number generated by the Discovery Sample. OIG, in its sole discretion, may refer the findings of the Full Sample (and any related workpapers) received from Gambro to the appropriate Federal health care program payor, including the Medicare contractor (e.g., fiscal intermediary), for appropriate follow-up by that payor.

c. Systems Review. If Gambro’s Discovery Sample identifies an Error Rate of 5% or greater, Gambro’s IRO shall also conduct a Systems Review. Specifically, for each claim in the Discovery Sample and Full Sample that resulted in an Overpayment, the IRO shall perform a “walk through” of the system(s) and process(es), that generated the claim to identify any problems or weaknesses that may have resulted in the identified Overpayments. The IRO shall provide its observations and recommendations on suggested improvements to the system(s) and the process(es) that generated the claim.

d. Repayment of Identified Overpayments. In accordance with Section III.I.1 of this Agreement, Gambro shall repay within 30 days any Overpayment(s) identified in the Discovery Sample or the Full Sample (if applicable), regardless of the Error Rate, to the appropriate payor and in accordance with payor refund policies. Gambro shall make available to OIG any and all documentation and the associated documentation that reflects the refund of the Overpayment(s) to the payor.

3. Claims Review Report. The IRO shall prepare a report based upon the Claims Review performed (Claims Review Report). Information to be included in the Claims Review Report is described in Appendix D.

4. Unallowable Cost Review. If applicable, the IRO shall conduct a review of Gambro’s compliance with the unallowable cost provisions of the Settlement Agreement. The IRO shall determine whether Gambro has complied with its obligations not to charge to, or otherwise seek payment from, federal or state payors for unallowable costs (as defined in the Settlement Agreement) and its obligation to identify to applicable federal or state payors any unallowable costs included in payments previously sought from the United States, or any state Medicaid program. This unallowable cost analysis shall include, but not be limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Gambro or any affiliates. To the extent that such cost reports, cost statements, information reports, or payment requests, even if already settled, have been adjusted to account for the effect of the inclusion of the unallowable costs, the IRO shall determine if such adjustments were proper. In making this determination, the IRO may need to review cost reports and/or financial statements from the year in which the Settlement Agreement was executed, as well as from previous years.

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5. Unallowable Cost Review Report. If applicable, the IRO shall prepare a report based upon the Unallowable Cost Review performed. The Unallowable Cost Review Report shall include the IRO’s findings and supporting rationale regarding the Unallowable Costs Review and whether Gambro has complied with its obligation not to charge to, or otherwise seek payment from, federal or state payors for unallowable costs (as defined in the Settlement Agreement) and its obligation to identify to applicable federal or state payors any unallowable costs included in payments previously sought from such payor.

6. Stat Lab Systems Review. The Stat Lab Systems Review shall consist of a review of Stat Lab requisitions, invoices and associated Stat Lab agreements, where available. The purpose of this review is to identify Overpayments for Stat Lab tests through an examination of systems and processes connected to the billing of Stat Lab tests to Federal health care programs. The applicable definitions, procedures, and reporting requirements are outlined in Appendix E to this Agreement, which is incorporated by reference.

a. Sample Selection. The IRO shall randomly select and review a sample of 50 Stat Lab Requisitions from the Sampling Frame.

b. Review Process. All Stat Lab Requisitions shall be reviewed based on the supporting documentation available at Gambro’s office or under Gambro’s control.

i. Each Stat Lab requisition shall be reviewed for instructions for billing, test results, indication of billing by the Stat Lab to Gambro, and Stat Lab agreements, where available (collectively, Stat Lab Files). For each Stat Lab test where there is no indication that the laboratory billed Gambro for the Stat Lab test, the IRO shall determine whether an Overpayment occurred through reimbursement under the composite rate. Upon determination of that an Overpayment exists, Gambro shall repay within 30 days any amounts due to the appropriate payor and in accordance with payor refund policies as required Section III.1.1. Gambro shall make available to OIG any and all documentation and the associated documentation that reflects the repayment of the Overpayment(s) to the payor.

ii. If there are Overpayments, incomplete Stat Lab Files, or no indication of appropriate billing by the Stat Lab, Gambro should further analyze and determine the root cause of any deficiencies identified in the Sample. In conjunction with the IRO, Gambro will develop improvements to the system(s) and process(es) that created the deficiency.

During subsequent Reporting Periods, Gambro shall submit a workplan for OIG approval setting forth a modified systems review for Stat Lab Systems Review. In the third or any subsequent Reporting Period, Gambro may request that the Stat Lab Systems Review be

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discontinued. The decision to discontinue the Stat Lab Systems Review shall be at the sole discretion of OIG.

7. Stat Lab Systems Review Report. The IRO shall prepare a report based upon the Stat Lab Systems Review performed (Stat Lab Systems Review Report). Information to be included in the Stat Lab Systems Review Report is described in Appendix E.

8. Validation Review. In the event OIG has reason to believe that: (a) Gambro’s Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review fails to conform to the requirements of this Agreement; or (b) Gambro’s or the IRO’s findings or Heightened Arrangements Reviewed results, Claims Review results, Unallowable Cost Review results, or Stat Lab Systems Review results are inaccurate, OIG may, at its sole discretion, conduct its own review to determine whether the Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review complied with the requirements of the Agreement and/or the findings or Heightened Arrangements Review results, Claims Review results, Unallowable Cost Review results, or Stat Lab Systems Review results are inaccurate (Validation Review). Gambro shall pay for the reasonable cost of any such review performed by OIG or any of its designated agents. Any Validation Review of Reports submitted as part of Gambro’s final Annual Report shall be initiated no later than one year after Gambro’s final submission (as described in Section II) is received by OIG.

Prior to initiating a Validation Review, OIG shall notify Gambro of its intent to do so and provide a written explanation of why OIG believes such a review is necessary. To resolve any concerns raised by OIG, Gambro may request a meeting with OIG to: (a) discuss the results of any Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review submissions or findings; (b) present any additional information to clarify the results of the Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review or to correct the inaccuracy of the Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review; and/or (c) propose alternatives to the proposed Validation Review. Gambro agrees to provide any additional information as may be requested by OIG under this Section in an expedited manner. OIG will attempt in good faith to resolve any Heightened Arrangements Review, Claims Review, Unallowable Cost Review, or Stat Lab Systems Review issues with Gambro prior to conducting a Validation Review. However, the final determination as to whether or not to proceed with a Validation Review shall be made at the sole discretion of OIG.

9. Independence/Objectivity Certification. The IRO(s) shall include in its report(s) to Gambro a certification or sworn affidavit that it has evaluated its professional independence and/or objectivity, as appropriate to the nature of the engagement, with regard to the Claims Review, Unallowable Cost Review, or Stat Lab Systems Review and that it has concluded that it is, in fact, independent and/or objective.

F. Disclosure Program.

Gambro shall maintain a Disclosure Program that includes a mechanism (e.g., a toll-free compliance telephone line) to enable individuals to disclose, to the Compliance Officer or some

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other person who is not in the disclosing individual’s chain of command, any identified issues or questions associated with Gambro’s policies, conduct, practices, or procedures with respect to a Federal health care program believed by the individual to be a potential violation of criminal, civil, or administrative law. Gambro shall appropriately publicize the existence of the disclosure mechanism (e.g., via periodic emails to employees or by posting the information in prominent common areas).

The Disclosure Program shall emphasize a nonretribution, nonretaliation policy, and shall include a reporting mechanism for anonymous communications for which appropriate confidentiality shall be maintained. Upon receipt of a disclosure, the Compliance Officer (or designee) shall gather all relevant information from the disclosing individual. The Compliance Officer (or designee) shall make a preliminary, good faith inquiry into the allegations set forth in every disclosure to ensure that he or she has obtained all of the information necessary to determine whether a further review should be conducted. For any disclosure that is sufficiently specific so that it reasonably: (1) permits a determination of the appropriateness of the alleged improper practice; and (2) provides an opportunity for taking corrective action, Gambro shall conduct an internal review of the allegations set forth in the disclosure and ensure that proper follow-up is conducted.

The Compliance Officer (or designee) shall maintain a disclosure log, which shall include a record and summary of each disclosure received (whether anonymous or not), the status of the respective internal reviews, and any corrective action taken in response to the internal reviews. The disclosure log shall be made available to OIG, upon request.

G. Ineligible Persons.

1. Definitions. For purposes of this CIA:

a. an “Ineligible Person” shall include an individual or entity who:

i. is currently excluded, debarred, suspended, or otherwise ineligible to participate in the Federal health care programs or in Federal procurement or nonprocurement programs; or

ii. has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible.

b. “Exclusion Lists” include:

i. the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at http://oig.hhs.gov); and

ii. the General Services Administration’s List of Parties Excluded from Federal Programs (available through the Internet at http://epls.arnet.gov).

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c. “Screened Persons” include prospective and current owners (other than shareholders who: (1) have an ownership interest of less than 5%; and (2) acquired the ownership interest through public trading), officers, directors, employees, contractors, and agents of Gambro.

2. Screening Requirements. Gambro shall ensure that all Screened Persons are not Ineligible Persons, by implementing the following screening requirements:

a. Gambro shall screen all Screened Persons against the Exclusion Lists prior to engaging their services and, as part of the hiring or contracting process, shall require such persons to disclose whether they are an Ineligible Person.

b. Gambro shall screen all Screened Persons against the Exclusion Lists within 120 days after the Effective Date and on an annual basis thereafter.

c. Gambro shall implement a policy requiring all Screened Persons to disclose immediately any debarment, exclusion, suspension, or other event that makes that person an Ineligible Person.

Nothing in this Section affects the responsibility of (or liability for) Gambro to refrain from billing Federal health care programs for items or services furnished, ordered, or prescribed by an Ineligible Person.

3. Removal Requirement. If Gambro has actual notice that a Screened Person has become an Ineligible Person, Gambro shall remove such person from responsibility for, or involvement with, Gambro’s business operations related to the Federal health care programs and shall remove such person from any position for which the person’s compensation or the items or services furnished, ordered, or prescribed by the person are paid in whole or part, directly or indirectly, by Federal health care programs or otherwise with Federal finds at least until such time as the person is reinstated into participation in the Federal health care programs.

4. Pending Charges and Proposed Exclusions. If Gambro has actual notice that a Screened Person is charged with a criminal offense that falls within the ambit of 42 U.S.C. §§ l320a-7(a), 1320a-7(b)(l)-(3), or is proposed for exclusion during his or her employment or contract term or, in the case of a Covered Physician, during the term of the Covered Physician’s clinic privileges, Gambro shall take all appropriate actions to ensure that the responsibilities of that person have not and shall not adversely affect the quality of care rendered to any beneficiary, patient, or resident, or the accuracy of any claims submitted to any Federal health care program.

H. Notification of Government Investigation or Legal Proceedings.

Within 30 days after discovery, Gambro shall notify OIG, in writing, of any ongoing investigation or legal proceeding known to Gambro conducted or brought by a governmental entity or its agents involving an allegation that Gambro has committed a crime or has engaged in

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fraudulent activities. This notification shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. Gambro shall also provide written notice to OIG within 30 days after the resolution of the matter, and shall provide OIG with a description of the findings and/or results of the investigation or proceedings, if any.

I. Reporting.

1. Overpayments.

a. Definition of Overpayments. For purposes of this CIA, an “Overpayment” shall mean the amount of money Gambro has received in excess of the amount due and payable under any Federal health care program requirements.

b. Reporting of Overpayments. If, at any time, Gambro identifies or learns of any Overpayment, Gambro shall notify the payor (e.g., Medicare fiscal intermediary) within 30 days after identification of the Overpayment and take remedial steps within 60 days after identification (or such additional time as may be agreed to by the payor) to correct the problem, including preventing the underlying problem and the Overpayment from recurring. Also, within 30 days after identification of the Overpayment, Gambro shall repay the Overpayment to the appropriate payor to the extent such Overpayment has been quantified. If not yet quantified, within 30 days after identification, Gambro shall notify the payor of its efforts to quantify the Overpayment amount along with a schedule of when such work is expected to be completed. Notification and repayment to the payor shall be done in accordance with the payor’s policies, and, for Medicare contractors, shall include the information contained on the Overpayment Refund Form, provided as Appendix F to this CIA. Notwithstanding the above, notification and repayment of any Overpayment amount that routinely is reconciled or adjusted pursuant to policies and procedures established by the payor should be handled in accordance with such policies and procedures.

2. Reportable Events.

a. Definition of Reportable Event. For purposes of this CIA, a “Reportable Event” means anything that involves:

i. a substantial Overpayment; or

ii. a matter that a reasonable person would consider a probable violation of criminal, civil, or administrative laws applicable to any Federal health care program for which penalties or exclusion may be authorized.

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A Reportable Event may be the result of an isolated event or a series of occurrences.

b. Reporting of Reportable Events. If Gambro determines (after a reasonable opportunity to conduct an appropriate review or investigation of the allegations) through any means that there is a Reportable Event, Gambro shall notify OIG, in writing, within 30 days after making the determination that the Reportable Event exists. The report to OIG shall include the following information:

i. If the Reportable Event results in an Overpayment, the report to OIG shall be made at the same time as the notification to the payor required in Section III.I.1, and shall include all of the information on the Overpayment Refund Form, as well as:

A. the payor’s name, address, and contact person to whom the Overpayment was sent; and

B. the date of the check and identification number (or electronic transaction number) by which the Overpayment was repaid/refunded;

ii. a complete description of the Reportable Event, including the relevant facts, persons involved, and legal and Federal health care program authorities implicated;

iii. a description of Gambro’s actions taken to correct the Reportable Event; and

iv. any further steps Gambro plans to take to address the Reportable Event and prevent it from recurring.

IV. NEW BUSINESS UNITS OR LOCATIONS

In the event that, after the Effective Date, Gambro changes locations or sells, closes, purchases, or establishes a new business unit or location related to the furnishing of outpatient dialysis, Gambro shall enter this information into a log as soon as possible, but no later than within 15 days after the date of change of location, sale, closure, purchase, or establishment. Each log shall include the address of the new business unit or location, phone number, fax number, Medicare number, Gambro identification number and/or supplier number, the corresponding contractor’s name and address that has issued each Medicare number, and the name, address, phone number, and provider and/or supplier number (if applicable) for each business partner of the new business unit or location. Each new business unit or location shall be subject to all the requirements of this CIA. This log shall be made available to OIG upon request.

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V. IMPLEMENTATION AND ANNUAL REPORTS

A. Implementation Report. Within 150 days after the Effective Date, Gambro shall submit a written report to OIG summarizing the status of its implementation of the requirements of this CIA (Implementation Report). The Implementation Report shall, at a minimum, include:

1. the name, address, phone number, and position description of the Compliance Officer required by Section III.A, and a summary of other noncompliance job responsibilities the Compliance Officer may have;

2. the names and positions of the members of the Compliance Committee required by Section III.A;

3. a certification that each clinic has a CCL in place, as required by Section III.A;

4. a copy of Gambro’s Standards of Business Conduct required by Section III.B.1;

5. a copy of all Policies and Procedures required by Section III.B.2;

6. the number of individuals required to complete the Standards of Business Conduct certification required by Section III.B.1, the percentage of individuals who have completed such certification, and an explanation of any exceptions (the documentation supporting this information shall be available to OIG, upon request);

7. the following information regarding each type of training required by Section III.C:

a. a description of such training, including a summary of the topics covered, the length of sessions, and a schedule of training sessions;

b. number of individuals required to be trained, percentage of individuals actually trained, and an explanation of any exceptions.

A copy of all training materials and the documentation supporting this information shall be available to OIG, upon request.

8. a description of the Disclosure Program required by Section III.F;

9. the following information regarding the IRO(s): (a) identity, address, and phone number; (b) a copy of the engagement letter; (c) a summary and description of any and all current and prior engagements and agreements between Gambro and the IRO; and (d) the proposed start and completion dates of the Claims Review, Unallowable Cost Review, and Stat Labs Billing Review.

10. a certification from the IRO regarding its professional independence and/or objectivity with respect to Gambro;

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11. a description of the process by which Gambro fulfills the requirements of Section III.G regarding Ineligible Persons;

12. the name, title, and responsibilities of any person who is determined to be an Ineligible Person under Section III.G; the actions taken in response to the screening and removal obligations set forth in Section III.G; and the actions taken to identify, quantify, and repay any overpayments to Federal health care programs relating to items or services furnished, ordered, or prescribed by an Ineligible Person;

13. a list of all of Gambro’s locations (including locations and mailing addresses); the corresponding name under which each location is doing business; the corresponding phone numbers and fax numbers; each location’s Medicare provider number(s), Gambro identification number(s), and/or supplier number(s); and the name and address of each Medicare contractor to which Gambro currently submits claims;

14. a description of Gambro’s corporate structure, including identification of any parent and sister companies, subsidiaries, and their respective lines of business; and

15. the certifications required by Section V.C.

B. Annual Reports. Gambro shall submit to OIG annually a report with respect to the status of, and findings regarding, Gambro’s compliance activities for each of the five Reporting Periods (Annual Report).

Each Annual Report shall include, at a minimum:

1. any change in the identity, position description, or other noncompliance job responsibilities of the Compliance Officer and any change in the membership of the Compliance Committee described in Section III.A;

2. a certification that each clinic has its own CCL, as described in Section III.A;

3. a summary of any significant changes or amendments to the Policies and Procedures required by Section III.B and the reasons for such changes (e.g., change in contractor policy) and copies of any compliance-related Policies and Procedures;

4. the number of individuals required to complete the Standards of Business Conduct certification required by Section III.B.1, the percentage of individuals who have completed such certification, and an explanation of any exceptions (the documentation supporting this information shall be available to OIG, upon request);

5. the following information regarding each type of training required by Section III.C:

a. a description of such training, including a summary of the topics covered, the length of sessions, and a schedule of training sessions;

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b. number of individuals required to be trained, percentage of individuals actually trained, and an explanation of any exceptions.

A copy of all training materials and the documentation supporting this information shall be available to OIG, upon request.

6. a complete copy of all reports prepared pursuant to Section III.E, along with a copy of the IRO’s engagement letter;

7. Gambro’s response and corrective action plan(s) related to any issues raised by the reports prepared pursuant to Section III.E;

8. summary and description of any and all current and prior engagements and agreements between Gambro and the IRO, if different from what was submitted as part of the Implementation Report;

9. a certification from the IRO regarding its professional independence and/or objectivity with respect to Gambro;

10. a summary of Reportable Events (as defined in Section III.I) identified during the Reporting Period and the status of any corrective and preventative action relating to all such Reportable Events;

11. a report of the aggregate Overpayments that have been returned to the Federal health care programs. Overpayment amounts shall be broken down into the following categories: Medicare, Medicaid (report each applicable state separately, if applicable), and other Federal health care programs. Overpayment amounts that are routinely reconciled or adjusted pursuant to policies and procedures established by the payor do not need to be included in this aggregate Overpayment report;

12. a summary of the disclosures in the disclosure log required by Section III.F that: (a) relate to Federal health care programs; or (b) allege abuse or neglect of patients;

13. any changes to the process by which Gambro fulfills the requirements of Section III.G regarding Ineligible Persons;

14. the name, title, and responsibilities of any person who is determined to be an Ineligible Person under Section III.G; the actions taken by Gambro in response to the screening and removal obligations set forth in Section III.G; and the actions taken to identify, quantify, and repay any overpayments to Federal health care programs relating to items or services relating to items or services furnished, ordered or prescribed by an Ineligible Person;

15. a summary describing any ongoing investigation or legal proceeding required to have been reported pursuant to Section III.H. The summary shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding;

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16. a description of all changes to the most recently provided list of Gambro’s locations (including addresses) as required by Section V.A.13; the corresponding name under which each location is doing business; the corresponding phone numbers and fax numbers; each location’s Medicare provider number(s), Gambro identification number(s), and/or supplier number(s); and the name and address of each Medicare contractor to which Gambro currently submits claims; and

17. the certifications required by Section V.C.

The first Annual Report shall be received by OIG no later than 60 days after the end of the first Reporting Period. Subsequent Annual Reports shall be received by OIG no later than the anniversary date of the due date of the first Annual Report.

C. Certifications. The Implementation Report and Annual Reports shall include a certification by the Compliance Officer that:

1. to the best of his or her knowledge, except as otherwise described in the applicable report, Gambro is in compliance with all of the requirements of this CIA;

2. he or she has reviewed the Report and has made reasonable inquiry regarding its content and believes that the information in the Report is accurate and truthful; and

3. Gambro has complied with its obligations under the Settlement Agreement: (a) not to resubmit to any Federal health care program payors any previously denied claims related to the Covered Conduct addressed in the Settlement Agreement, and not to appeal any such denials of claims; (b) not to charge to or otherwise seek payment from federal or state payors for unallowable costs (as defined in the Settlement Agreement); and (c) to identify and adjust any past charges or claims for unallowable costs;

D. Designation of Information. Gambro shall clearly identify any portions of its submissions that it believes are trade secrets, or information that is commercial or financial and privileged or confidential, and therefore potentially exempt from disclosure under the Freedom of Information Act (FOIA), 5 U.S.C. §552. Gambro shall refrain from identifying any information as exempt from disclosure if that information does not meet the criteria for exemption from disclosure under FOIA.

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VI. NOTIFICATIONS AND SUBMISSION OF REPORTS

Unless otherwise stated in writing after the Effective Date, all notifications and reports required under this CIA shall be submitted to the following entities:

OIG:

Administrative and Civil Remedies Branch

Office of Counsel to the Inspector General

Office of Inspector General

U.S. Department of Health and Human Services

Cohen Building, Room 5527

330 Independence Avenue, S.W.

Washington, DC 2020 1

Telephone: (202) 619-2078

Facsimile: (202) 205-0604

Gambro:

Christopher J. Riopelle

Senior Vice President and Chief Compliance Officer

Gambro Healthcare, Inc.

10810 W. Collins Avenue

Lakewood, CO 80215

Telephone: (303) 542-5196

Facsimile: (303) 209-7615

Unless otherwise specified, all notifications and reports required by this CIA may be made by certified mail, overnight mail, hand delivery, or other means, provided that there is proof that such notification was received. For purposes of this requirement, internal facsimile confirmation sheets do not constitute proof of receipt.

VII. OIG INSPECTION, AUDIT, AND REVIEW RIGHTS

In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may examine or request copies of Gambro’s books, records, and other documents and supporting materials and/or conduct on-site reviews of any of Gambro’s locations for the purpose of verifying and evaluating: (a) Gambro’s compliance with the terms of this CIA; and (b) Gambro’s compliance with the requirements of the Federal health care programs in which it participates. The documentation described above shall be made available by Gambro to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview any of Gambro’s employees, contractors, or agents who consent to be interviewed at the individual’s place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. Gambro shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. Gambro’s employees may elect to be interviewed with or without a representative of Gambro present.

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VIII. DOCUMENT AND RECORD RETENTION

Gambro shall maintain for inspection all documents and records relating to reimbursement from the Federal health care programs, or to compliance with this CIA, for six years (or longer if otherwise required by law).

IX. DISCLOSURES

Consistent with HHS’s FOIA procedures, set forth in 45 C.F.R. Part 5, OIG shall make a reasonable effort to notify Gambro prior to any release by OIG of information submitted by Gambro pursuant to its obligations under this CIA and identified upon submission by Gambro as trade secrets, or information that is commercial or financial and privileged or confidential, under the FOIA rules. With respect to such releases, Gambro shall have the rights set forth at 45 C.F.R. § 5.65(d).

X. BREACH AND DEFAULT PROVISIONS

Gambro is expected to fully and timely comply with all of its CIA obligations.

A. Stipulated Penalties for Failure to Comply with Certain Obligations. As a contractual remedy, Gambro and OIG hereby agree that failure to comply with certain obligations as set forth in this CIA may lead to the imposition of the following monetary penalties (hereinafter referred to as “Stipulated Penalties”) in accordance with the following provisions.

1. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day Gambro fails to establish and implement any of the following obligations as described in Section III:

a. a Compliance Officer;

b. a Compliance Committee;

c. a written Standards of Business Conduct;

d. written Policies and Procedures;

e. the training of Covered Persons;

f. a Disclosure Program;

g. Ineligible Persons screening and removal requirements; and

h. Notification of Government investigations or legal proceedings.

2. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day Gambro fails to engage an IRO, as required in Section III.E and Appendix C.

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3. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day Gambro fails to submit the Implementation Report or the Annual Reports to OIG in accordance with the requirements of Section V by the deadlines for submission.

4. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day Gambro fails to submit the annual Claims Review Report, the Unallowable Cost Review Report, the annual Stat Labs Billing Review Report, or the annual Heightened Arrangements Review Report in accordance with the requirements of Sections III.D and E and Appendixes B, C, D, and E.

5. A Stipulated Penalty of $1,500 for each day Gambro fails to grant access to the information or documentation as required in Section VII. (This Stipulated Penalty shall begin to accrue on the date Gambro fails to grant access.)

6. A Stipulated Penalty of $5,000 for each false certification submitted by or on behalf of Gambro as part of its Implementation Report, Annual Report, additional documentation to a report (as requested by the OIG), or otherwise required by this CIA.

7. A Stipulated Penalty of $1,000 for each day Gambro fails to comply fully and adequately with any obligation of this CIA. OIG shall provide notice to Gambro, stating the specific grounds for its determination that Gambro has failed to comply fully and adequately with the CIA obligation(s) at issue and steps Gambro shall take to comply with the CIA. (This Stipulated Penalty shall begin to accrue 10 days after Gambro receives this notice from OIG of the failure to comply.) A Stipulated Penalty as described in this Subsection shall not be demanded for any violation for which OIG has sought a Stipulated Penalty under Subsections 1-6 of this Section.

B. Timely Written Requests for Extensions. Gambro may, in advance of the due date, submit a timely written request for an extension of time to perform any act or file any notification or report required by this CIA. Notwithstanding any other provision in this Section, if OIG grants the timely written request with respect to an act, notification, or report, Stipulated Penalties for failure to perform the act or file the notification or report shall not begin to accrue until one day after Gambro fails to meet the revised deadline set by OIG. Notwithstanding any other provision in this Section, if OIG denies such a timely written request, Stipulated Penalties for failure to perform the act or file the notification or report shall not begin to accrue until three business days after Gambro receives OIG’s written denial of such request or the original due date, whichever is later. A “timely written request” is defined as a request in writing received by OIG at least five business days prior to the date by which any act is due to be performed or any notification or report is due to be filed.

C. Payment of Stipulated Penalties.

1. Demand Letter. Upon a finding that Gambro has failed to comply with any of the obligations described in Section X.A and after determining that Stipulated Penalties are appropriate, OIG shall notify Gambro of: (a) Gambro’s failure to comply; and (b) OIG’s exercise

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of its contractual right to demand payment of the Stipulated Penalties (this notification is referred to as the “Demand Letter”).

2. Response to Demand Letter. Within 10 days after the receipt of the Demand Letter, Gambro shall either: (a) cure the breach to OIG’s satisfaction and pay the applicable Stipulated Penalties; or (b) request a hearing before an HHS administrative law judge (ALJ) to dispute OIG’s determination of noncompliance, pursuant to the agreed upon provisions set forth below in Section X.E. In the event Gambro elects to request an ALJ hearing, the Stipulated Penalties shall continue to accrue until Gambro cures, to OIG’s satisfaction, the alleged breach in dispute. Failure to respond to the Demand Letter in one of these two manners within the allowed time period shall be considered a material breach of this CIA and shall be grounds for exclusion under Section X.D.

3. Form of Payment. Payment of the Stipulated Penalties shall be made by certified or cashier’s check, payable to: “Secretary of the Department of Health and Human Services,” and submitted to OIG at the address set forth in Section VI.

4. Independence from Material Breach Determination. Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Gambro has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

D. Exclusion for Material Breach of this CIA.

1. Definition of Material Breach. A material breach of this CIA means:

a. a failure by Gambro to report a Reportable Event, take corrective action, and make the appropriate refunds, as required in Section III.I;

b. a repeated or flagrant violation of the obligations under this CIA, including, but not limited to, the obligations addressed in Section X.A;

c. a failure to respond to a Demand Letter concerning the payment of Stipulated Penalties in accordance with Section X.C; or

d. a failure to engage and use an IRO in accordance with Section III.E.

2. Notice of Material Breach and Intent to Exclude. The parties agree that a material breach of this CIA by Gambro constitutes an independent basis for Gambro’s exclusion from participation in the Federal health care programs. Upon a determination by OIG that Gambro has materially breached this CIA and that exclusion is the appropriate remedy, OIG shall notify Gambro of (a) Gambro’s material breach; and (b) OIG’s intent to exercise its contractual right to impose exclusion (this notification is hereinafter referred to as the “Notice of Material Breach and Intent to Exclude”).

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3. Opportunity to Cure. Gambro shall have 30 days from the date of receipt of the Notice of Material Breach and Intent to Exclude to demonstrate to OIG’s satisfaction that:

a. Gambro is in compliance with the obligations of the CIA cited by OIG as being the basis for the material breach;

b. the alleged material breach has been cured; or

c. the alleged material breach cannot be cured within the 30-day period, but that: (i) Gambro has begun to take action to cure the material breach; (ii) Gambro is pursuing such action with due diligence; and (iii) Gambro has provided to OIG a reasonable timetable for curing the material breach.

4. Exclusion Letter. If, at the conclusion of the 30-day period, Gambro fails to satisfy the requirements of Section X.D.3, OIG may exclude Gambro from participation in the Federal health care programs. OIG shall notify Gambro in writing of its determination to exclude Gambro (this letter shall be referred to hereinafter as the “Exclusion Letter”). Subject to the Dispute Resolution provisions in Section X.E, below, the exclusion shall go into effect 30 days after the date of Gambro’s receipt of the Exclusion Letter. The exclusion shall have national effect and shall also apply to all other Federal procurement and nonprocurement programs. Reinstatement to program participation is not automatic. After the end of the period of exclusion, Gambro may apply for reinstatement by submitting a written request for reinstatement in accordance with the provisions at 42 C.F.R. §§ 1001.3001-.3004.

E. Dispute Resolution

1. Review Rights. Upon OIG’s delivery to Gambro of its Demand Letter or of its Exclusion Letter, and as an agreed-upon contractual remedy for the resolution of disputes arising under this CIA, Gambro shall be afforded certain review rights comparable to the ones that are provided in 42 U.S.C. § 1320a-7(f) and 42 C.F.R. Part 1005 as if they applied to the Stipulated Penalties or exclusion sought pursuant to this CIA. Specifically, OIG’s determination to demand payment of Stipulated Penalties or to seek exclusion shall be subject to review by an HHS ALJ and, in the event of an appeal, the HHS Departmental Appeals Board (DAB), in a manner consistent with the provisions in 42 C.F.R. §§ 1005.2-1005.21. Notwithstanding the language in 42 C.F.R. § 1005.2(c), the request for a hearing involving Stipulated Penalties shall be made within 10 days after receipt of the Demand Letter and the request for a hearing involving exclusion shall be made within 25 days after receipt of the Exclusion Letter.

2. Stipulated Penalties Review. Notwithstanding any provision of Title 42 of the United States Code or Title 42 of the Code of Federal Regulations, the only issues in a proceeding for Stipulated Penalties under this CIA shall be: (a) whether Gambro was in full and timely compliance with the obligations of this CIA for which OIG demands payment; and (b) the period of noncompliance. Gambro shall have the burden of proving its full and timely compliance and the steps taken to cure the noncompliance, if any. OIG shall not have the right to appeal to the DAB an adverse ALJ decision related to Stipulated Penalties. If the ALJ agrees with OIG with regard to a finding of a breach of this CIA and orders Gambro to pay Stipulated

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Penalties, such Stipulated Penalties shall become due and payable 20 days after the ALJ issues such a decision unless Gambro requests review of the ALJ decision by the DAB. If the ALJ decision is properly appealed to the DAB and the DAB upholds the determination of OIG, the Stipulated Penalties shall become due and payable 20 days after the DAB issues its decision.

3. Exclusion Review. Notwithstanding any provision of Title 42 of the United States Code or Title 42 of the Code of Federal Regulations, the only issues in a proceeding for exclusion based on a material breach of this CIA shall be:

a. whether Gambro was in material breach of this CIA;

b. whether such breach was continuing on the date of the Exclusion Letter; and

c. whether the alleged material breach could not have been cured within the 30-day period, but that: (i) Gambro had begun to take action to cure the material breach within that period; (ii) Gambro has pursued and is pursuing such action with due diligence; and (iii) Gambro provided to OIG within that period a reasonable timetable for curing the material breach and Gambro has followed the timetable.

For purposes of the exclusion herein, exclusion shall take effect only after an ALJ decision favorable to OIG, or, if the ALJ rules for Gambro, only after a DAB decision in favor of OIG. Gambro’s election of its contractual right to appeal to the DAB shall not abrogate OIG’s authority to exclude Gambro upon the issuance of an ALJ’s decision in favor of OIG. If the ALJ sustains the determination of OIG and determines that exclusion is authorized, such exclusion shall take effect 20 days after the ALJ issues such a decision, notwithstanding that Gambro may request review of the ALJ decision by the DAB. If the DAB finds in favor of OIG after an ALJ decision adverse to OIG, the exclusion shall take effect 20 days after the DAB decision. Gambro shall waive its right to any notice of such an exclusion if a decision upholding the exclusion is rendered by the ALJ or DAB. If the DAB finds in favor of Gambro, Gambro shall be reinstated effective on the date of the original exclusion.

4. Finality of Decision. The review by an ALJ or the DAB provided for above shall not be considered to be an appeal right arising under any statutes or regulations. Consequently, the parties to this CIA agree that the DAB’s decision (or the ALJ’s decision if not appealed) shall be considered final for all purposes under this CIA.

XI. EFFECTIVE AND BINDING AGREEMENT

Consistent with the provisions in the Settlement Agreement pursuant to which this CIA is entered, and into which this CIA is incorporated, Gambro and OIG agree as follows:

A. This CIA shall be applicable only to those operations of Gambro that are subject to United States laws and regulations;

B. This CIA shall be binding on the successors, assigns, and transferees of Gambro;

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C. This CIA shall become final and binding on the date the final signature is obtained on the CIA;

D. Any modifications to this CIA shall be made with the prior written consent of the parties to this CIA;

E. OIG may agree to a suspension of Gambro’s obligations under the CIA in the event of Gambro’s cessation of participation in Federal health care programs. If Gambro withdraws from participation in Federal health care programs and is relieved of its CIA obligations by OIG, Gambro shall notify OIG at least 30 days in advance of Gambro’s intent to reapply as a participating Gambro or supplier with any Federal health care program. Upon receipt of such notification, OIG shall evaluate whether the CIA should be reactivated or modified; and

F. The undersigned Gambro signatories represent and warrant that they are authorized to execute this CIA. The undersigned OIG signatory represents that he is signing this CIA in his official capacity and that he is authorized to execute this CIA.

ON BEHALF OF GAMBRO HEALTHCARE, INC.

/s/ Christopher J. Riopelle	11/29/04
CHRISTOPHER J. RIOPELLE Senior Vice President & Chief Compliance Officer Gambro Healthcare, Inc.	DATE
/s/ Judith A. Waltz	11/29/04
JUDITH A. WALTZ, ESQ. Foley & Lardner LLP Counsel for Gambro Healthcare, Inc.	DATE

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ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL

OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES.

/s/ Lewis Morris	11/30/04
LEWIS MORRIS Chief Counsel to the Inspector General Office of Inspector General U.S. Department of Health and Human Services	DATE

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GAMBRO HEALTHCARE, INC. CORPORATE INTEGRITY AGREEMENT

APPENDIX A

INSTRUCTIONS FOR ARRANGEMENTS REVIEW

Gambro shall review and evaluate all Relevant Arrangements to ensure that each Relevant Arrangement does not violate Anti-Kickback Statute.

A. Relevant Arrangements consist of the following:

1. All Arrangements with physicians;

2. Lease Agreements with potential sources of patient referrals;

3. Joint Ventures;

4. Pharmaceutical Vendors;

5. Stat Lab Agreements;

6. Management Agreements; and

7. Dialysis Transfer Agreements with nursing homes.

B. Gambro shall create a database, which shall contain the information Gambro considers necessary to evaluate the Relevant Arrangement’s compliance with the Anti-Kickback Statute including, at a minimum, the following:

1. each party involved in the Arrangement (e.g., physician, Gambro subsidiary);

2. the relationship(s) between or among the parties (e.g., physician employment contract, medical directorship, lease agreement);

3. the term of the Arrangement, including start and expiration dates (including any automatic renewal provisions);

4. the nature and material terms of the Arrangement, including the subject of the contract and type of service or supplies provided;

5. the methodology for determining compensation, including fair market value, and the means by which compensation is paid (e.g., bonus, salary, services); and

6. potentially applicable safe harbor(s).

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GAMBRO HEALTHCARE, INC. CORPORATE INTEGRITY AGREEMENT

APPENDIX B

HEIGHTENED ARRANGEMENT REVIEW

I. The Arrangement Samples

A. Definitions

All terms defined in Gambro’s Corporate Integrity Agreement (CIA) and Appendix A retain their meaning for this Appendix. In addition, the following terms are defined as follows.

1. Joint Venture: For purposes of this CIA, a Joint Venture exists when Gambro owns less than 100% of a Gambro Clinic.

2. Population: the universe of Gambro Clinics from which a Sample Frame is formed.

3. Sample Frame: the portion of the Population from which a sample is drawn.

4. Sample Unit: a Gambro Clinic.

B. Selecting the Samples. Gambro shall randomly select three different Arrangement Samples of Gambro Clinics.

1. The Arrangement Samples shall consist of the following.

a. Joint Venture Sample

The Joint Venture Sample shall consist of 10 percent of the Sample Frame for the Joint Venture Sample. The Sample Frame for the Joint Venture Sample shall consist of all Gambro Clinics for which Gambro has a Joint Venture agreement.

b. Medical Director Sample

The Medical Director Sample shall consist of 10 percent of all Gambro Clinics. The Sample Frame for the Medical Director Sample shall consist of all Gambro Clinics except those Gambro Clinics that have been selected as Sample Units in the Joint Venture Sample for the current Reporting Period. For the first Reporting Period, the Sample Units shall be ranked according to the dollar value of their Medical Director compensation package and selected at random according to the following strata distribution.

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Top 50 Clinics	45	%
Next 100 Clinics	45	%
Remaining 400	10	%

For each Reporting Period after the first Reporting Period, Gambro shall formulate a work plan that describes how the Medical Director Samples shall be stratified. This work plan shall be submitted to OIG for approval within the first ninety days of the Reporting Period.

c. Other Relevant Arrangement Sample

The Other Relevant Arrangement Sample shall consist of 1.5 percent of all Gambro Clinics. The Sample Frame shall consist of all Gambro Clinics except for those Gambro Clinics that have been selected as Sample Units in the Joint Venture and Medical Director Samples for the current Reporting Period.

2. Use of First Samples Drawn. For the purposes of all Arrangement Samples, the Gambro Clinics selected in each first sample (or first sample for each strata in the case of the Medical Directors Sample) shall be used (i.e., it is not permissible to generate more than one list of random samples and then select one for use with any of the Arrangement Samples).

II. The Heightened Review

For each Gambro Clinic selected as part of the Arrangement Samples, Gambro shall conduct a thorough investigation of all Relevant Arrangements entered into by or on behalf of the Gambro Clinic to determine Gambro’s compliance with the Anti-Kickback Statute. This investigation shall not be limited to a review of the documents and shall include interviews of relevant persons (including Contractors and outside parties) and any other means of gathering information Gambro deems necessary to determine the intentions of Gambro in negotiating, effectuating, maintaining, and, if applicable, ending the Relevant Arrangement and the means by which Gambro fulfilled those intentions.

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APPENDIX C

INDEPENDENT REVIEW ORGANIZATION

This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.E of the CIA.

A. IRO Engagement.

Gambro shall engage an IRO that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall conduct the review in a professionally independent and/or objective fashion, as set forth in Paragraph D. Within 30 days after OIG receives written notice of the identity of the selected IRO, OIG will notify Gambro if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Gambro may continue to engage the IRO.

If Gambro engages a new IRO during the term of the CIA, this IRO shall also meet the requirements of this Appendix. If a new IRO is engaged, Gambro shall submit the information identified in Section V.A.8 to OIG within 30 days of engagement of the IRO. Within 30 days after OIG receives written notice of the identity of the selected IRO, OIG will notify Gambro if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, Gambro may continue to engage the IRO.

B. IRO Qualifications.

The IRO shall:

1. assign individuals to conduct the Claims Review, the Unallowable Cost Review, and the Stat Lab Billing Review engagements who have expertise in the billing, coding, reporting, and other requirements of the Medicare end-stage renal disease benefit and in the general requirements of the Federal health care program(s) from which Gambro seeks reimbursement;

2. assign individuals to design and select the Claims Review sample who are knowledgeable about the appropriate statistical sampling techniques;

3. assign individuals to conduct the coding review portions of the Claims Review who have a nationally recognized coding certification (e.g., CCA, CCS, CCS-P, CPC, RRA, etc.) and who have maintained this certification (e.g., completed applicable continuing education requirements);

4. have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.

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C. IRO Responsibilities.

The IRO shall:

1. perform each Claim Review, the Unallowable Cost Review, and the Stat Lab Systems Review in accordance with the specific requirements of the CIA;

2. follow all applicable Medicare rules and reimbursement guidelines in making assessments in the Claims Review, and Stat Lab Systems Review;

3. if in doubt of the application of a particular Medicare policy or regulation, request clarification from the appropriate authority (e.g., fiscal intermediary or carrier);

4. respond to all OIG inquires in a prompt, objective, and factual manner; and

5. prepare timely, clear, well-written reports that include all the information required by Appendixes D and E.

D. IRO Independence/Objectivity.

The IRO must perform all reviews in a professionally independent and/or objective fashion, as appropriate to the nature of the engagement, taking into account any other business relationships or engagements that may exist between the IRO and Gambro.

E. IRO Removal/Termination.

1. Provider. If Gambro terminates its IRO during the course of the engagement, Gambro must submit a notice explaining its reasons to OIG no later than 30 days after termination. Gambro must engage a new IRO in accordance with Paragraph A of this Appendix.

2. OIG Removal of IRO. In the event OIG has reason to believe that the IRO does not possess the qualifications described in Paragraph B, is not independent and/or objective as set forth in Paragraph D, or has failed to carry out its responsibilities as described in Paragraph C, OIG may, at its sole discretion, require Gambro to engage a new IRO in accordance with Paragraph A of this Appendix.

Prior to requiring Gambro to engage a new IRO, OIG shall notify Gambro of its intent to do so and provide a written explanation of why OIG believes such a step is necessary. To resolve any concerns raised by OIG, Gambro may request a meeting with Gambro Healthcare, Inc.

OIG to discuss any aspect of the IRO’s qualifications, independence or performance of its responsibilities and to present additional information regarding these matters. Gambro shall provide any additional information as may be requested by OIG under this Paragraph in an expedited manner. OIG will attempt in good faith to resolve any differences regarding the IRO with Gambro prior to requiring Gambro to terminate the IRO. However, the final determination as to whether or not to require Gambro to engage a new IRO shall be made at the sole discretion of OIG.

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GAMBRO HEALTHCARE, INC. CORPORATE INTEGRITY AGREEMENT

APPENDIX D

CLAIMS REVIEW

A. Claims Review.

1. Definitions. For the purposes of the Claims Review, the terms defined in the CIA shall retain the same meanings here. In addition, the following definitions shall be used:

a. Overpayment: The amount of money Gambro has received in excess of the amount due and payable under any Federal health care program requirements.

b. Paid Claim: A code or line item submitted by and for which Gambro has received reimbursement from the Medicare program.

c. Population: The Population shall be defined as all Clinics.

d. Sampling Frame: The Portion of the Population from which the sample is drawn. The Sampling Frame shall consist of the top 10% of Clinics with the highest billings per patient for separately billable drugs and nonlaboratory diagnostic tests (e.g., electrocardiograms).

e. Sample Unit: The Sample Unit shall be a Beneficiary Paid claim.

f. Error Rate: The Error Rate shall be the percentage of net Overpayments identified in the sample. The net Overpayments shall be calculated by subtracting all underpayments identified in the sample from all gross Overpayments identified in the sample. (Note: Any potential cost settlements or other supplemental payments should not be included in the net Overpayment calculation. Rather, only underpayments identified as part of the Discovery Sample shall be included as part of the net Overpayment calculation.)

The Error Rate is calculated by dividing the net Overpayment identified in the sample by the total dollar amount associated with the Items in the sample.

2. Other Requirements.

a. Paid Claims without Supporting Documentation. For the purpose of appraising Paid Claims included in the Claims Review, any Paid Claim for which Gambro cannot produce documentation sufficient to support the Paid Claim shall be considered an error and the total reimbursement received by Gambro for such Paid Claim shall be deemed an Overpayment. Replacement sampling is not permitted.

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b. Replacement Sampling. Considering the Sample Unit shall consist only of Paid Claims and that Paid Claims with missing documentation cannot be replaced, there is no need to utilize alternate or replacement sampling units.

c. Use of First Samples Drawn. For the purposes of all samples (Discovery Sample(s) and Full Sample(s)) discussed in this Appendix, the Paid Claims selected in each first sample shall be used (i.e., it is not permissible to generate more than one list of random samples and then select one for use with the Discovery Sample or Full Sample).

B. Claims Review Report. The following information shall be included in the Claims Review Report for each Discovery Sample and Full Sample (if applicable).

1. Claims Review Methodology.

a. Sampling Unit. A description of the Beneficiary Paid Claim as that term is utilized for the Claims Review.

b. Claims Review Population. A description of the Population subject to the Claims Review.

c. Claims Review Objective. A clear statement of the objective intended to be achieved by the Claims Review.

d. Sampling Frame. A description of the Sampling Frame, which is the portion of the Population from which the Discovery Sample and, if any, Full Sample has been selected and an explanation of the methodology used to identify the Sampling Frame.

e. Source of Data. A description of the specific documentation relied upon by the IRO when performing the Claims Review (e.g., medical records, physician orders, certificates of medical necessity, requisition forms, local medical review policies (including title and policy number), CMS program memoranda (including title and issuance number), Medicare carrier or intermediary manual or bulletins (including issue and date), other policies, regulations, or directives).

f. Review Protocol. A narrative description of how the Claims Review was conducted and what was evaluated.

2. Statistical Sampling Documentation.

a. The number of Paid Claims appraised in the Discovery Sample and, if applicable, in the Full Sample.

b. A copy of the printout of the random numbers generated by the “Random Numbers” function of the statistical sampling software used by the IRO.

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c. A copy of the statistical software printout(s) estimating how many Beneficiary Paid Claims are to be included in the Full Sample, if applicable.

d. A description or identification of the statistical sampling software package used to select the sample and determine the Full Sample size, if applicable.

3. Claims Review Findings.

a. Narrative Results.

i. A description of Gambro’s billing and coding system(s), including the identification, by position description, of the personnel involved in coding and billing.

ii. A narrative explanation of the IRO’s findings and supporting rationale (including reasons for errors, patterns noted, etc.) regarding the Claims Review, including the results of the Discovery Sample, and the results of the Full Sample (if any).

b. Quantitative Results.

i. Total number and percentage of instances in which the IRO determined that the Paid Claims submitted by Gambro (Claim Submitted) differed from what should have been the correct claim (Correct Claim), regardless of the effect on the payment.

ii. Total number and percentage of instances in which the Claim Submitted differed from the Correct Claim and in which such difference resulted in an Overpayment to Gambro.

iii. Total dollar amount of all Overpayments in the sample.

iv. Total dollar amount of Paid Claims included in the sample and the net Overpayment associated with the sample.

v. Error Rate in the sample.

vi. A spreadsheet of the Claims Review results that includes the following information for each Paid Claim appraised: Beneficiary health insurance claim number, date of service, procedure code submitted, procedure code reimbursed, allowed amount reimbursed by payor, correct procedure code (as determined by the IRO), correct allowed amount (as determined by the IRO), dollar difference between allowed amount reimbursed by payor and the correct allowed amount. (See Attachment 1 to this Appendix.)

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4. Systems Review. Observations, findings, and recommendations on possible improvements to the system(s) and process(es) that generated the Overpayment(s).

5. Credentials. The names and credentials of the individuals who: (1) designed the statistical sampling procedures and the review methodology utilized for the Claims Review; and (2) performed the Claims Review.

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Attachment 1

Claims Review Results

Federal
Health Care
Program
Billed Bene HIC # Date of
Service Procedure
Code
Submitted Procedure
Code
Reimbursed Amount
Allowed
Reimbursed Correct
Procedure
Code (IRO
determined) Correct
Allowed Amt
Reimbursed
(IRO
determined) Dollar
Difference
between Amt
Reimbursed
and Correct
Allowed Amt

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GAMBRO HEALTHCARE, INC. CORPORATE INTEGRITY AGREEMENT

APPENDIX E

STAT LAB SYSTEMS REVIEW

A. Stat Lab Systems Review.

1. Definitions. For the purposes of the Stat Lab Systems Review, the terms defined in the CIA shall retain the same meanings here. In addition, the following definitions shall be used:

a. Stat Lab Test: A laboratory test that must be performed immediately or on an urgent basis, and which is performed by a non-Gambro lab.

b. Stat Lab Requisition: The form documenting the physician’s order for the Stat Lab test which is provided to the Stat Lab with the patient specimen.

c. Population: The Population shall be defined as all Gambro Clinics.

d. Sampling Frame: The Portion of the Population from which the sample is drawn. The Gambro Clinics shall be ranked according to the number of Stat Lab Requisitions during the 12-month period under review. The Sampling Frame shall consist of 50 Gambro Clinics, in the following strata:

Top 50 Clinics	20 Sampling Units
Next 100 Clinics	20 Sampling Units
Remaining 400	10 Sampling Units

e. Sample Unit: The Sample Unit shall be a Stat Lab Requisition.

f. Stat Lab Files: Records associated with the Stat Lab Requisition including instructions for billing, test results, indication of billing by the Stat Lab to Gambro and Stat Lab agreements, where available.

g. Deficiency. Any Stat Lab Requisition for which Gambro cannot produce Stat Lab Files in accordance with its policies and procedures.

2. Other Requirements.

a. Root Cause Analysis. The root cause of any Deficiencies shall be identified, and a corrective action plan shall be implemented.

b. Replacement Sampling. Considering the Sample Unit shall consist only of Requisitions and that Requisitions with missing documentation cannot be replaced, there is no need to utilize alternate or replacement-sampling units.

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B. Stat Lab Systems Review Report. The following information shall be included in the Stat Lab Systems Review Report.

1. Stat Lab Systems Review Methodology.

a. Sampling Unit. A description of the Stat Lab Requisition as that term is utilized for the Stat Lab Systems Review.

b. Stat Lab Systems, Review Population. A description of the Population subject to the Stat Lab Systems Review.

c. Stat Lab Systems Review Objective. A clear statement of the objective intended to be achieved by the Stat Lab Systems Review.

d. Sampling Frame. A description of the Sampling Frame, which is the portion of the Population from which the Sample has been selected and an explanation of the methodology used to identify the Sampling Frame.

e. Source of Data. A description of the specific documentation relied upon by the IRO when performing the Stat Lab Systems Review (e.g., requisitions, instructions for billing, resulting tests, indication of billing by the stat lab to Gambro, and applicable Gambro policies and procedures).

f. Review Protocol. A narrative description of how the Stat Lab Systems Review was conducted and what was evaluated.

2. Statistical Sampling Documentation.

a. The number of Stat Lab Requisitions appraised in the Sample.

b. A description or identification of the statistical sampling software package used to select the sample.

3. Stat Lab Systems Review Findings.

a. Narrative Results.

i. A description of Gambro’s Stat Lab Requisition process.

ii. A summary of Gambro’s Stat Lab policy and procedures.

iii. A narrative explanation of the IRO’s findings and supporting rationale (including reasons for Deficiencies, patterns noted, etc.) regarding the Stat Lab Systems Review, including the results of the Sample.

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b. Quantitative Results.

i. Total number and percentage of instances in which the IRO determined Deficiencies.

ii. Observations, findings, recommendations, and corrective action plan on possible improvements to the system(s) and process(es) that generated the Deficiencies (Root Cause Analysis).

4. Credentials. The names and credentials of the individuals who: (1) designed the statistical sampling procedures and the review methodology utilized for the Claims Review; and (2) performed the Stat Lab Systems Review.

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APPENDIX F

OVERPAYMENT REFUND

TO BE COMPLETED BY MEDICARE CONTRACTOR
Date: _______________________________________________	Date of Deposit:	___________________
Contractor Deposit Control # _______________________________________________________________
Contractor Contact Name: ______________________________________________________		Phone #: ____________
Contractor Address: __________________________________________________________________________
Contractor Fax: ______________________________________________________________________________

TO BE COMPLETED BY PROVIDER/PHYSICIAN/SUPPLIER
Please complete and forward to Medicare Contractor. This form, or a similar document containing the following information, should accompany every voluntary refund so that receipt of check is properly recorded and applied.
PROVIDER/PHYSICIAN/SUPPLIER/NAME ____________________________________________________
ADDRESS ________________________________________________________________________________
PROVIDER/PHYSICIAN/SUPPLIER # ___________	CHECK NUMBER # _________________________
CONTACT PERSON: _________________________	PHONE # _____________    AMOUNT OF CHECK
$___________________________________    CHECK DATE ______________________
REFUND INFORMATION
For each claim, provide the following:
Patient Name _________________________________________    HIC # _____________________________
Medicare Claim Number ______________________________    Claim Amount Refunded $ ______________
Reason Code for Claim Adjustment ________ (Select Reason Code from list below. Use one reason per claim)
(Please list all claim numbers involved. Attach separate sheet, if necessary)
Note: If Specific Patient/HIC/Claim #/Claim Amount data not available for all claims due to Statistical Sampling, please indicate methodology and formula used to determine amount and reason for overpayment: ___________________________________________________
For Institutional Facilities Only:
Cost Report Year(s) _____________________
(If multiple cost report years are involved, provide a breakdown by amount and corresponding cost report year.)
For OIG Reporting Requirements:
Do you have a Corporate Integrity Agreement with OIG?        Yes                            No
Reason Codes:

Billing/Clerical Error	MSP/Other Payer Involvement	Miscellaneous
01 – Corrected Date of Service	08 – MSP Group Health Plan	13 – Insufficient Documentation
02 – Duplicate	Insurance	14 – Patient Enrolled in an HMO
03 – Corrected CPT Code	09 – MSP No Fault Insurance	15 – Services Not Rendered
04 – Not Our Patient(s)	10 – MSP Liability Insurance	16 – Medical Necessity
05 – Modifier Added/Removed	11 – MSP, Workers Comp.	17 – Other (Please Specify)
06 – Billed in Error	(Including Black Lung)
07 – Corrected CPT Code	12 – Veterans Administration

EX-12.1

Exhibit 12.1

DAVITA INC.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings for this purpose is defined as pretax income from continuing operations adjusted by adding back fixed charges expensed during the period. Fixed charges include debt expense (interest expense and the amortization of deferred financing costs), the estimated interest component of rental expense on operating leases, and capitalized interest.

	Nine months ended September 30, 2005		Year ended December 31,
			2004		2003		2002		2001		2000
			(dollars in thousands)
Earnings adjusted for fixed charges:
Income from continuing operations	$	265,369	$	361,884	$	288,266	$	267,257	$	242,567	$	39,223
Add:
Debt expense		66,728		52,412		66,828		71,636		72,438		116,637
Interest portion of rental expense		22,452		25,772		22,927		20,336		18,116		17,140
		89,180		78,184		89,755		91,972		90,554		133,777
	$	354,549	$	440,068	$	378,021	$	359,229	$	333,121	$	173,000
Fixed charges:
Debt expense		66,728		52,412		66,828		71,636		72,438		116,637
Interest portion of rental expense		22,452		25,772		22,927		20,336		18,116		17,140
Capitalized interest		1,412		1,078		1,523		1,888		751		1,125
	$	90,592	$	79,262	$	91,278	$	93,860	$	91,305	$	134,902
Ratio of earnings to fixed charges		3.91		5.55		4.14		3.83		3.65		1.28

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Kent J. Thiry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DaVita Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    KENT J. THIRY        

Kent J. Thiry

Chief Executive Officer

Date: November 3, 2005

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Thomas L. Kelly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DaVita Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    THOMAS L. KELLY        

Thomas L. Kelly

Executive Vice President

and acting Chief Financial Officer

Date: November 3, 2005

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DaVita Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Kent J. Thiry, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    KENT J. THIRY

Kent J. Thiry

Chief Executive Officer

November 3, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DaVita Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Thomas L. Kelly, Executive Vice President, and acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    THOMAS L. KELLY

Thomas L. Kelly

Executive Vice President and

acting Chief Financial Officer

November 3, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.