EXHIBIT 10.8
AMENDMENT NO. 5
Dated as of December 21, 2001
to
AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Dated as of September 27, 1999
THIS AMENDMENT NO. 5 (this "AMENDMENT") dated as of December 21, 2001
is entered into by and among NMC FUNDING CORPORATION, a Delaware corporation, as
Transferor, NATIONAL MEDICAL CARE, INC., a Delaware corporation, as Collection
Agent, ENTERPRISE FUNDING CORPORATION, a Delaware corporation ("ENTERPRISE"), as
a Conduit Investor, COMPASS US ACQUISITION, LLC, a Delaware limited liability
company ("COMPASS"), as a Conduit Investor, GIRO MULTI-FUNDING CORPORATION, a
bankruptcy-remote special purpose company incorporated in Delaware ("GMFC"), as
a Conduit Investor, the FINANCIAL INSTITUTIONS PARTIES HERETO as Bank Investors,
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH ("WESTLB"), as an
Administrative Agent, BAYERISCHE LANDESBANK, NEW YORK BRANCH ("BLB"), as an
Administrative Agent and BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as an
Administrative Agent and as Agent.
PRELIMINARY STATEMENTS
A. The Transferor, the Collection Agent, Compass,
Enterprise, GMFC, the Bank Investors, WestLB, as an Administrative Agent, BLB,
as an Administrative Agent, and Bank of America, as an Administrative Agent and
as Agent, are parties to that certain Amended and Restated Transfer and
Administration Agreement dated as of September 27, 1999 (as amended or otherwise
modified prior to the date hereof, the "TAA"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the TAA.
B. The parties hereto have agreed to amend the TAA on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE TAA. Subject to the satisfaction
of the conditions precedent set forth in Section 2 below, the TAA is amended as
follows:
1.1 The definition of "Commitment Termination Date" in
Section 1.1 of the TAA is amended to change the date set forth therein from
"December 21, 2001" to "October 24, 2002".
1.2 The definition of "Concentration Factor" in Section
1.1 of the TAA is amended to add the following at the end of such definition:
"; PROVIDED that (i) for so long as Aetna Inc. is
rated at least BBB by Standard & Poor's and at least Baa2 by
Moody's, the Concentration Factor for Aetna Inc. shall be 7.5%
of the Net Investment outstanding on such date, (ii) for so
long as Cigna Corp. is rated at least A by Standard & Poor's
and at least A2 by Moody's, the Concentration Factor for Cigna
Corp. shall be 10% of the Net Investment outstanding on such
date and (iii) for so long as United Healthcare Corporation is
rated at least A by Standard & Poor's and at least A2 by
Moody's, the Concentration Factor for United Healthcare
Corporation shall be 10% of the Net Investment outstanding on
such date;"
1.3 The definition of "Eligible Receivable" in Section
1.1 of the TAA is amended to delete clause (iii)(E) set forth therein and to
insert the word "and" immediately before clause (iii)(D) thereof.
1.4 The definition of "Facility Limit" in Section 1.1 of
the TAA is amended to change the dollar amount set forth therein from
"$500,000,000" to "$560,000,000".
1.5 The definition of "Moody's" in Section 1.1 of the TAA
is hereby amended in its entirety to read as follows:
"MOODY'S" means Xxxxx'x Investors Service.
1.6 The definition of "Net Receivables Balance" in
Section 1.1 of the TAA is amended and restated in its entirety to read as
follows:
"NET RECEIVABLES BALANCE" means at any time the
Outstanding Balance of the Eligible Receivables at such time
reduced, without duplication, by the sum of (i) the aggregate
amount by which the Outstanding Balance of all Eligible
Receivables of each Designated Obligor or class of Designated
Obligors exceeds the Concentration Factor for such Designated
Obligor or class of Designated Obligors, PLUS (ii) the
aggregate Outstanding Balance of all Eligible Receivables
which are Defaulted Receivables, PLUS (iii) the excess, if
any, of (A) the aggregate Outstanding Balance of all Eligible
Receivables of each Obligor referred to in clause (G) of the
definition of "Obligor" contained in this Section 1.1, over
(B) an amount equal to 5% of the aggregate Outstanding Balance
of all Eligible Receivables, PLUS (iv) the aggregate amount by
which the Outstanding Balance of all Eligible Receivables
originated by any member of the Spectra Renal Management Group
exceeds 7.5% of the Net Investment.
1.7 The following definition is added to Section 1.1 of
the TAA in appropriate alphabetical order:
2
"RATING AGENCY" means, at any time, Moody's, S&P or
any other rating agency chosen by a Conduit Investor or its
Related CP Issuer to rate its commercial paper notes at such
time.
1.8 The definition of "Related Group Limit" in Section
1.1 of the TAA is amended and restated in its entirety to read as follows:
"RELATED GROUP LIMIT" means (i) with respect to the
Related Group that includes Enterprise, $220,000,000, (ii)
with respect to the Related Group that includes Compass,
"$220,000,000 and (iii) with respect to the Related Group that
includes GMFC, $120,000,000."
1.9 The definition of "Termination Date" in Section 1.1
of the TAA is amended to change the date set forth in clause (viii) thereof from
"December 21, 2001" to "October 24, 2002".
1.10 Clause (i)(z) of the second sentence of Section
2.2(a) of the TAA is amended to replace the dollar amount "$490,000,000" with
the dollar amount "$548,800,000".
1.11 Clause (ii) of Section 2.11 of the TAA is amended and
restated in its entirety to read as follows:
"(ii) a listing by Primary Payor of all Receivables
together with an analysis as to the aging of such Receivables
as of such last day, but only to the extent the Receivable
Systems of the Collection Agent are able to generate such
information".
1.12 Clause (iii) of Section 5.1(a) of the TAA is amended
by adding the following at the end of such Section immediately before the
period:
"and (z) such Person has reviewed each Investor
Report prepared by the Collection Agent since the end of the
last day of the immediately preceding quarterly period of the
Transferor's fiscal year and the information upon which each
such Investor Report was based and, based on such review, such
Person has concluded that (1) the calculation of the Net
Receivables Balance (including, without limitation, the
calculation of each of the items described in clauses (i)
through (iv) of the definition of "Net Receivables Balance")
by the Collection Agent in each such Investor Report is
accurate and complete in all material respects and (2) each
such Investor Report is otherwise accurate and complete in all
material respects".
1.13 Schedule II to the TAA is amended in its entirety to
read as set forth in the attached Schedule II.
3
1.14 Exhibit E to the TAA is hereby amended and restated
in its entirety to read as set forth in New Exhibit E attached hereto.
1.15 Exhibit Q is hereby amended and restated in its
entirety to read as set forth in the new Exhibit Q attached hereto. Upon the
effectiveness of such amendment and restatement, each of the entities set forth
on such new Exhibit Q under the heading "New Transferring Affiliate" (each a
"NEW TRANSFERRING AFFILIATE") shall be a Transferring Affiliate under and for
purposes of the TAA.
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective and be deemed effective as of the date hereof upon the receipt by the
Agent of each of the following:
(a) counterparts of this Amendment duly executed by the
Transferor, the Collection Agent, the Conduit Investors, the Bank
Investors, the Administrative Agents and the Agent;
(b) a reaffirmation of the Parent Agreement,
substantially in the form of Exhibit A attached hereto, duly executed
by each of FMC and FMCH;
(c) a copy of the resolutions of the Board of Directors
of each of the Transferor, the Collection Agent and each New
Transferring Affiliate certified by its Secretary approving the
execution, delivery and performance by such Person of this Amendment
and the other Transaction Documents to be delivered by such Person
hereunder or thereunder;
(d) the Certificate of Incorporation of each New
Transferring Affiliate certified by the Secretary or Assistant
Secretary of each New Transferring Affiliate;
(e) a Good Standing Certificate for each of the
Transferor and each Originating Entity issued by the Secretary of State
or other similar official of such Person's jurisdiction of
incorporation;
(f) a Certificate of Secretary or Assistant Secretary of
each of the Transferor, the Collection Agent and each New Transferring
Affiliate substantially in the form of Exhibit L to the TAA;
(g) for each Originating Entity and the Transferor,
copies of proper financing statements, dated a date reasonably near the
date hereof naming such Originating Entity or the Transferor, as
applicable, as the debtor in favor of the Agent, for the benefit of the
Investors, as the secured party or other similar instruments or
documents as may be necessary or in the reasonable opinion of the Agent
desirable under the UCC of all appropriate jurisdictions or any
comparable law to cause the Agent's undivided percentage interest in
all Receivables and the Related Security and Collections
4
relating thereto to be a continuously perfected first priority interest
through the Termination Date;
(h) an opinion of Xxxxxxx X. Xxxx, Deputy General Counsel
for FMCH, NMC and each Transferring Affiliate, acting as counsel to
FMCH, the Transferor, the Collection Agent and the Originating
Entities, in form and substance satisfactory to each Administrative
Agent;
(i) an opinion of Xx. Xxxxxx Xxxxx, acting as counsel to
FMC, in form and substance satisfactory to each Administrative Agent;
(j) an opinion of Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC,
special counsel to FMC, FMCH, the Transferor and the Seller, covering
certain bankruptcy and general corporate matters in form and substance
satisfactory to each Administrative Agent;
(k) an opinion of Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC,
special counsel to the Transferor and the Originating Entities relating
to UCC issues, in form and substance satisfactory to each
Administrative Agent;
(l) Amendment No. 2 to Transferring Affiliate Letter,
duly executed and delivered by the Seller and each of the Transferring
Affiliates, in the form attached hereto as Exhibit B;
(m) Amendment No. 4 to the Parent Agreement, duly
executed and delivered by FMC, FMCH and the Transferor, in the form
attached as Exhibit C;
(n) for each Related Group, an amended and restated Fee
Letter, in form and substance satisfactory to the Administrative Agent
for such Related Group;
(o) confirmation from each Rating Agency that the
execution and delivery of this Amendment and the transactions
contemplated hereby will not result in the reduction or withdrawal of
the then current rating of the Commercial Paper issued by GMFC or the
Related CP Issuer for Compass; and
(p) such other documents, instruments, certificates and
opinions as the Agent or any Administrative Agent shall reasonably
request.
SECTION 3. SUCCESSOR AGENT. Pursuant to Section 9.5 of the
TAA, Bank of America hereby notifies each Investor and the Transferor that it
shall resign in its capacity as Agent effective as of January 31, 2002 (the
"Succession Date"). Effective as of the Succession Date, each Investor hereby
appoints WestLB to be the successor Agent and WestLB hereby accepts such
appointment. On the Succession Date, WestLB shall succeed to and become vested
with all the rights, powers, privileges and duties of the Agent, and Bank of
America shall be discharged from its duties and obligations as Agent under the
TAA. Notwithstanding the foregoing, the provisions of Article IX of the TAA
shall continue to inure to the benefit of Bank
5
of America as to any actions taken or omitted to be taken by it while it was
Agent under the TAA. Each of the parties hereto hereby agrees to take such
action to reflect the appointment of WestLB as the successor Agent as may be
reasonably requested by WestLB. Without limiting the generality of the
foregoing, the Collection Agent shall use its best efforts to cause the
Concentration Account Bank to execute, on or before the Succession Date, a
letter in form and substance reasonably satisfactory to WestLB acknowledging
that WestLB has succeeded to all the rights and obligations of the Agent under
the Concentration Account Agreement.
SECTION 4. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
TRANSFEROR AND THE COLLECTION Agent.
4.1 Upon the effectiveness of this Amendment, each of the
Transferor and the Collection Agent hereby reaffirms all covenants,
representations and warranties made by it in the TAA and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
4.2 Each of the Transferor and the Collection Agent
hereby represents and warrants that (i) this Amendment constitutes the legal,
valid and binding obligation of such party, enforceable against it in accordance
with its terms and (ii) upon the effectiveness of this Amendment, no Termination
Event or Potential Termination Event shall exist under the TAA.
SECTION 5. REFERENCE TO AND EFFECT ON THE TAA.
5.1 Upon the effectiveness of this Amendment, each
reference in the TAA to "this Agreement," "hereunder," "hereof," "herein,"
"hereby" or words of like import shall mean and be a reference to the TAA as
amended hereby, and each reference to the TAA in any other document, instrument
and agreement executed and/or delivered in connection with the TAA shall mean
and be a reference to the TAA as amended hereby.
5.2 Except as specifically amended hereby, the TAA and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
5.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Investor, any Administrative Agent or the Agent under the TAA or any other
document, instrument, or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
SECTION 7. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of
6
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.
SECTION 8. HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
7
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first written above.
NMC FUNDING CORPORATION,
as Transferor
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Treasurer
NATIONAL MEDICAL CARE, INC.,
as Collection Agent
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Treasurer
ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor
By: /s/ Xxxx Xxxx
-----------------------------------------------
Name: Xxxx Xxxx
Title: Vice President
COMPASS US ACQUISITION, LLC,
as a Conduit Investor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
GIRO MULTI-FUNDING CORPORATION,
as a Conduit Investor
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Signature Page to
Amendment No. 5
BANK OF AMERICA, N.A., as a Bank Investor,
as Administrative Agent and as Agent
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as a Bank Investor and
as Administrative Agent
By: /s/ Xxxxxxxxx Xxxxx
-----------------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Associate Director, Securitization
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Associate Director, Securitization
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as a Bank Investor
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
BAYERISCHE LANDESBANK, NEW YORK BRANCH,
as Administrative Agent
By: /s/ Xxxxxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: First Vice President
By: /s/ Xxxx-xxx Xxxxxx
-----------------------------------------------
Name: Xxxx-Xxx Xxxxxx
Title: Vice President
Signature Page to
Amendment No. 5
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE,
as a Bank Investor
By: /s/ XXXXXX XXXXXXX
-----------------------------------------------
Name: Xx. xxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxx
Title: Associate
Signature Page to
Amendment No. 5
EXHIBIT B
FORM OF AMENDMENT TO
TRANSFERRING AFFILIATE LETTER
EXHIBIT C
FORM OF AMENDMENT TO
PARENT AGREEMENT
NEW EXHIBIT E
to
AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
FORM OF INVESTOR REPORT
NEW EXHIBIT Q
to
AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
LIST OF TRANSFERRING AFFILIATES
Chief Executive Office for each 00 Xxxxxx Xxxxxx
Xxxxxxxxxxxx Affiliate: Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
STATE OF
ORIGINAL TRANSFERRING AFFILIATES INCORPORATION FEIN
-------------------------------- ------------- ----
(before December 21, 2001)
Bio-Medical Applications Management Company, Inc. Delaware 00-0000000
Bio-Medical Applications of Aquadilla, Inc. Delaware 00-0000000
Bio-Medical Applications of Alabama, Inc. Delaware 00-0000000
Bio-Medical Applications of Anacostia, Inc. Delaware 00-0000000
Bio-Medical Applications of Arecibo, Inc. Delaware 00-0000000
Bio-Medical Applications of Arizona, Inc. Delaware 00-0000000
Bio-Medical Applications of Arkansas, Inc. Delaware 00-0000000
Bio-Medical Applications of Bayamon, Inc. Delaware 00-0000000
Bio-Medical Applications of Caguas, Inc. Delaware 00-0000000
Bio-Medical Applications of California, Inc. Delaware 00-0000000
Bio-Medical Applications of Camarillo, Inc. Delaware 00-0000000
Bio-Medical Applications of Capitol Hill, Inc. Delaware 00-0000000
Bio-Medical Applications of Carolina, Inc. Delaware 00-0000000
Bio-Medical Applications of Xxxxxx, Inc. Delaware 00-0000000
Bio-Medical Applications of Columbia Heights, Inc. Delaware 00-0000000
Bio-Medical Applications of Connecticut, Inc. Delaware 00-0000000
Bio-Medical Applications of Delaware, Inc. Delaware 00-0000000
Bio-Medical Applications of East Orange, Inc. Delaware 00-0000000
Bio-Medical Applications of Eureka, Inc. Delaware 00-0000000
Bio-Medical Applications of Florida, Inc. Delaware 00-0000000
Bio-Medical Applications of Fremont, Inc. Delaware 00-0000000
Bio-Medical Applications of Fresno,lnc. Delaware 00-0000000
Bio-Medical Applications of Georgia, Inc. Delaware 00-0000000
Bio-Medical Applications of Glendora, Inc. Delaware 00-0000000
Bio-Medical Applications of Guayama, Inc. Delaware 00-0000000
Bio-Medical Applications of Hillside, Inc. Delaware 00-0000000
Bio-Medical Applications of Humacao, Inc. Delaware 00-0000000
Bio-Medical Applications of Illinois, Inc. Delaware 00-0000000
Bio-Medical Applications of Indiana, Inc. Delaware 00-0000000
Bio-Medical Applications of Irvington, Inc. Delaware 00-0000000
Bio-Medical Applications of Jersey City, Inc. Delaware 00-0000000
Bio-Medical Applications of Kansas, Inc. Delaware 00-0000000
Bio-Medical Applications of Kentucky, Inc. Delaware 00-0000000
Bio-Medical Applications of Las Americas, Inc. Delaware 00-0000000
Bio-Medical Applications of Long Beach, Inc. Delaware 00-0000000
Bio-Medical Applications of Los Gatos, Inc. Delaware 00-0000000
Bio-Medical Applications of Louisiana, Inc. Delaware 00-0000000
Bio-Medical Applications of Maine, Inc. Delaware 00-0000000
Bio-Medical Applications of Maryland, Inc. Delaware 00-0000000
Bio-Medical Applications of Massachusetts, Inc. Delaware 00-0000000
Bio-Medical Applications of Mayaguez, Inc. Delaware 00-0000000
Bio-Medical Applications of Michigan, Inc. Delaware 00-0000000
Bio-Medical Applications of Minnesota, Inc. Delaware 00-0000000
Bio-Medical Applications of Mission Hills, Inc. Delaware 00-0000000
Bio-Medical Applications of Mississippi, Inc. Delaware 00-0000000
Bio-Medical Applications of Missouri, Inc. Delaware 00-0000000
Bio-Medical Applications of MLK, Inc. Delaware 00-0000000
Bio-Medical Applications of New Hampshire, Inc. Delaware 00-0000000
Bio-Medical Applications of New Jersey, Inc. Delaware 00-0000000
Bio-Medical Applications of New Mexico, Inc. Delaware 00-0000000
Bio-Medical Applications of North Carolina, Inc. Delaware 00-0000000
Bio-Medical Applications of Northeast, D.C., Inc. Delaware 00-0000000
Bio-Medical Applications of Oakland, Inc. Delaware 00-0000000
Bio-Medical Applications of Ohio, Inc. Delaware 00-0000000
Bio-Medical Applications of Oklahoma, Inc. Delaware 00-0000000
Bio-Medical Applications of Pennsylvania, Inc. Delaware 00-0000000
Bio-Medical Applications of Pine Brook, Inc. Delaware 00-0000000
Bio-Medical Applications of Xxxxx, Inc. Delaware 00-0000000
Bio-Medical Applications of Puerto Rico, Inc. Delaware 00-0000000
Bio-Medical Applications of Rhode Island, Inc. Delaware 00-0000000
Bio-Medical Applications of Rio Piedras, Inc. Delaware 00-0000000
Bio-Medical Applications of San German, Inc. Delaware 00-0000000
Bio-Medical Applications of San Xxxx, Inc. Delaware 00-0000000
Bio-Medical Applications of South Carolina, Inc. Delaware 00-0000000
Bio-Medical Applications of Southeast Washington, Inc. Delaware 00-0000000
Bio-Medical Applications of Tennessee, Inc. Delaware 00-0000000
Bio-Medical Applications of Texas, Inc. Delaware 00-0000000
Bio-Medical Applications of The District of Columbia, Inc. Delaware 00-0000000
Bio-Medical Applications of Trenton, Inc. Delaware 00-0000000
Bio-Medical Applications of Ukiah, Inc. Delaware 00-0000000
Bio-Medical Applications of Virginia, Inc. Delaware 00-0000000
Bio-Medical Applications of West Virginia, Inc. Delaware 00-0000000
Bio-Medical Applications of Wisconsin, Inc. Delaware 00-0000000
Bio-Medical Applications of Woonsocket, Inc. Delaware 00-0000000
FMC Dialysis Services - Oregon, LLC (f/k/a Willamette Valley Oregon 00-0000000
Kidney Center, LLC)
FMC Dialysis Services Colorado, LLC (f/k/a Bio-Medical Applications of Delaware 00-0000000
Colorado, Inc.)
Fresenius USA, Inc. Massachusetts 00-0000000
Home Intensive Care, Inc. Delaware 00-0000000
National Medical Care, Inc Delaware 00-0000000
Neomedica, Inc Delaware 00-0000000
San Diego Dialysis Services, Inc. Delaware 00-0000000
Spectra East, Inc. Delaware 00-0000000
Spectra Laboratories, Inc. Nevada 00-0000000
STATE OF
NEW TRANSFERRING AFFILIATES INCORPORATION FEIN
-------------------------------- ------------- ----
(added December 21, 2001)
Bio-Medical Applications Home Dialysis Services, Inc. Delaware 00-0000000
Bio-Medical Applications of Blue Springs, Inc Delaware 00-0000000
Bio-Medical Applications of Clinton, Inc. Delaware 00-0000000
Bio-Medical Applications of Dover, Inc. Delaware 00-0000000
Bio-Medical Applications of Essex, Inc. Delaware 00-0000000
Bio-Medical Applications of Fayetteville, Inc. Delaware 00-0000000
Bio-Medical Applications of Hoboken, Inc. Delaware 00-0000000
Bio-Medical Applications of Manchester, Inc. Delaware 00-0000000
Bio-Medical Applications of Nevada, Inc Nevada 00-0000000
Bio-Medical Applications of New York, Inc. Delaware 00-0000000
Bio-Medical Applications of San Antonio, Inc. Delaware 00-0000000
Bio-Medical Applications of South Queens, Inc. Delaware 00-0000000
Con-Med Supply Company, Inc. Illinois 00-0000000
Conejo Valley Dialysis, Inc. California 00-0000000
Dialysis America Alabama, LLC Delaware 00-0000000
Dialysis America Georgia, LLC Delaware 00-0000000
Dialysis Associates of Northern New Jersey, LLC New Jersey 00-0000000
Dialysis Services, Inc. Texas 00-0000000
Dialysis Services of Cincinnati, Inc. Ohio 00-0000000
Dialysis Specialists of Topeka, Inc. Kansas 00-0000000
Dialysis Specialists of Tulsa, Inc. Oklahoma 00-0000000
DuPage Dialysis Ltd. Illinois 00-0000000
Everest Healthcare Holdings, Inc. Delaware 00-0000000
Everest Healthcare Indiana, Inc. Indiana 00-0000000
Everest Healthcare Ohio, Inc. Ohio 00-0000000
Everest Healthcare Rhode Island, Inc. Delaware 00-0000000
Everest Healthcare Texas Holding Corp Delaware 00-0000000
Everest Healthcare Texas, LP Delaware 00-0000000
Everest Management, Inc. Delaware 00-0000000
Fresenius Management Services, Inc. Delaware 00-0000000
Fresenius USA Home Dialysis, Inc. Delaware 00-0000000
Fresenius USA Marketing, Inc. Delaware 00-0000000
Fresenius USA of Puerto Rico, Inc. Delaware 00-0000000
Fresenius USA Sales, Inc. Massachusetts 00-0000000
Gulf Region Mobile Dialysis, Inc. Delaware 00-0000000
Haemo-Stat, Inc. California 00-0000000
Home Dialysis of America, Inc. Arizona 00-0000000
Home Dialysis of Muhlenberg County, Inc. Kentucky 00-0000000
Mercy Dialysis Center, Inc. Wisconsin 00-0000000
North Xxxxxxx Dialysis Center, Inc. Delaware 00-0000000
Northern New Jersey Dialysis, LLC Delaware 00-0000000
Prime Medical, Inc. Massachusetts 00-0000000
Qualicenters, Inc. Colorado 00-0000000
Renal Scientific Services, Inc. Delaware 00-0000000
Santa Xxxxxxx Community Dialysis Center, Inc. California 00-0000000
Xxxxxxx Dialysis Center, LLC Delaware 00-0000000
WSKC Dialysis Services, Inc. Illinois 00-0000000
NEW SCHEDULE II
to
AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
COMMITMENTS OF BANK INVESTORS
BANK INVESTOR COMMITMENT
------------- ----------
Bank of America, N.A. $195,000,000
Westdeutsche Landesbank Girozentrale,
New York Branch $170,000,000
Bayerische Landesbank, New York Branch $120,000,000
Landesbank Hessen - Thueringen Girozentrale $75,000,000(1)
--------
(1) Landesbank Hessen - Thueringen Girozentrale is a member of both the Compass
and the Enterprise Related Groups. The portion of its Commitment included in the
Compass Related Group is $50,000,000. The portion of its Commitment included in
the Enterprise Related Group is $25,000,000.
