AMENDMENT NO. 1 Dated as of June 16, 2010 to FIFTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 17, 2009
Exhibit 10.1
AMENDMENT
NO. 1
Dated as
of June 16, 2010
to
FIFTH
AMENDED AND RESTATED
Dated as
of November 17, 2009
THIS AMENDMENT NO. 1 (this “Amendment”)
dated as of June 16, 2010 is entered into by and among
(i) NMC FUNDING CORPORATION, a Delaware corporation (the
“Transferor”), (ii) NATIONAL MEDICAL CARE,
INC., a Delaware corporation, as collection agent (the
“Collection Agent”), (iii) the
“Conduit Investors,” “Bank Investors” and
“Administrative Agents” identified on the signature
pages hereto and (iv) WESTLB AG, NEW YORK BRANCH, as agent
(the “Agent”).
PRELIMINARY
STATEMENTS
A. The Transferor, the Collection Agent, the Conduit
Investors, the Bank Investors, the Administrative Agents and the
Agent are parties to that certain Fifth Amended and Restated
Transfer and Administration Agreement dated as of
November 17, 2009 (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 desire to amend Exhibit Q to the
TAA by (i) deleting certain existing Transferring
Affiliates as specified in Section 1.1 below that
have become dormant and have ceased to generate Receivables or
have merged with other Transferring Affiliates and
(ii) adding the entities specified in
Section 1.2 below as new Transferring Affiliates.
C. In addition, the parties hereto have agreed to amend the
TAA on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments
to TAA. Subject to the conditions precedent set forth in
Section 3 below and effective as of the Effective
Date (also as defined below), the TAA is hereby amended as
follows:
1.1 Exhibit Q to the TAA is amended to delete the
entities specified below from the list of Transferring
Affiliates; provided that each such entity shall continue
to be a “Transferring Affiliate” with respect to any
Receivables that arose prior to the date hereof.
Terminated Transferring Affiliates:
Angleton Dialysis, Inc.
Arizona Renal Investments, LLC
Bio-Medical Applications Home Dialysis Services, Inc
Bio-Medical Applications of Glendora, Inc.
Bio-Medical Applications of Hoboken, Inc.
Bio-Medical Applications of Idaho, LLC
Bio-Medical Applications of Las Americas, Inc.
Brazoria Kidney Center, Inc.
Cartersville Dialysis Center, LLC
Xxxx County Dialysis, LLC
Con-Med Supply Company, Inc.
Xxxxxxxxx Dialysis Center, LLC
Diabetes Care Group, Inc.
Dialysis America Alabama, LLC
Dialysis Licensing Corp.
Everest Management, Inc.
FMS New York, Inc.
Fresenius USA Home Dialysis, Inc.
Home Intensive Care, Inc.
Mercy Dialysis Center, Inc.
Naples Dialysis Center, LLC
Neomedica, Inc.
New York Dialysis Management, Inc.
NNA of Memphis, LLC
NNA Properties of Tennessee, Inc.
NNA Transportation Services Corporation
Northwest Dialysis, Inc.
RCG Arlington Heights, LLC
RCG Credit Corporation
RCG Finance, Inc.
RCG Xxxxxx, LLC
RCG PA Merger Corp.
RCG Whitehaven, LLC
RCG/Saint Luke’s LLC
RCGIH, Inc.
Renal Care Group Central Memphis, LLC
RenalNet, Inc.
RenalPartners of Indiana, LLC
Renex Dialysis Clinic of Amesbury, Inc.
Renex Dialysis Clinic of North Andover, Inc.
Renex Dialysis Clinic of Penn Hills, Inc.
Renex Dialysis Clinic of Shaler, Inc.
Renex Dialysis Homecare of Greater St. Louis, Inc.
Renex Management Services, Inc.
1.2 Exhibit Q to the TAA is further amended to add the
entities specified below to the list of Transferring Affiliates.
New Transferring Affiliates:
Fresenius Medical Care Apheresis Services, LLC
Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,
Inc.)
Health IT Services Group, LLC
New York Dialysis Services, Inc.
RCG Robstown, LLP
Saint Louis Renal Care, LLC
An updated Exhibit Q, reflecting all the foregoing
deletions and additions, is attached to this Amendment as
Exhibit A.
Section 2. Conditions
Precedent. This Amendment shall become effective and be
deemed effective as of the date hereof (the “Effective
Date”) subject to the Agent’s receipt of the
following, each in form and substance satisfactory to each
Administrative Agent:
(a) counterparts of this Amendment duly executed by the
Transferor, the Collection Agent, the Conduit Investors, the
Bank Investors, the Administrative Agents and the Agent;
(b) Amendment No. 2 to the Transferring Affiliate
Letter, substantially in the form of Exhibit B
attached hereto, duly executed by the parties thereto; and
2
(c) such other documents, instruments, certificates and
opinions as the Agent or any Administrative Agent shall
reasonably request.
Section 3. Covenants,
Representations and Warranties of the Transferor and the
Collection Agent.
3.1 Upon the effectiveness of this Amendment, each of the
Transferor and the Collection Agent hereby reaffirms all
covenants, representations and warranties made by it in the TAA
and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the
effective date of this Amendment.
3.2 Each of the Transferor and the Collection Agent hereby
represents and warrants that (i) this Amendment constitutes
the legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms and
(ii) upon the effectiveness of this Amendment, no
Termination Event or Potential Termination Event shall exist
under the TAA.
Section 4. Reference
to and Effect on the TAA.
4.1 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.
4.2 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.
4.3 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 5. Governing
Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
Section 6. Execution
in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of this Amendment by
facsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by
facsimile shall also deliver an original executed counterpart of
this Amendment but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability and
binding effect of this Amendment.
Section 7. Headings.
Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
[The
remainder of this page intentionally left blank]
3
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
as Transferor
| By: |
/s/ Xxxx
Xxxxxxx
|
| Name: Xxxx Xxxxxxx |
Title: Vice President & Treasurer
NATIONAL MEDICAL CARE, INC., as
Collection Agent
Collection Agent
| By: |
/s/ Xxxx
Xxxxxxx
|
| Name: Xxxx Xxxxxxx |
Title: Vice President & Treasurer
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
4
WESTLB AG, NEW YORK BRANCH, as Agent,
an Administrative Agent and as a Bank Investor
an Administrative Agent and as a Bank Investor
| By: |
/s/ Xxxxxxx
X. Xxxxx
|
| Name: Xxxxxxx X. Xxxxx |
Title: Executive Director
| By: |
/s/ Xxxxxxxxx
Xxxxxx
|
| Name: Xxxxxxxxx Xxxxxx |
Title: Director
PARADIGM FUNDING LLC,
as a Conduit Investor
as a Conduit Investor
| By: |
/s/ Xxxxx
X. Xxxxx
|
| Name: Xxxxx X. Xxxxx |
Title: Vice President
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
5
BAYERISCHE LANDESBANK, NEW YORK BRANCH, as an Administrative
Agent and as a Bank Investor
| By: |
/s/ Xxxxxxx
Xxxxx
|
|
Name: Xxxxxxx Xxxxx Title: Vice President |
| By: |
/s/ L.A.
Wynter
|
| Name: Xxxx-Xxx Xxxxxx |
Title: Vice President
GIRO BALANCED FUNDING CORPORATION,
as a Conduit Investor
as a Conduit Investor
| By: |
/s/ Xxxxxx
Xxxxx
|
| Name: Xxxxxx Xxxxx |
Title: Vice President
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
6
THE BANK OF NOVA SCOTIA, as an
Administrative Agent and as a Bank Investor
Administrative Agent and as a Bank Investor
| By: |
/s/ Xxxxxx
Xxxx
|
| Name: Xxxxxx Xxxx |
Title: Director, Asset-Backed Finance
LIBERTY STREET FUNDING LLC,
as a Conduit Investor
as a Conduit Investor
| By: |
/s/ Xxxx
X. Xxxxx
|
| Name: Xxxx X. Xxxxx |
Title: Vice President
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
7
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, NEW YORK (f/k/a
CALYON NEW YORK BRANCH), as an
Administrative Agent and as a Bank Investor
| By: |
/s/ Xxx
Xxxxxx
|
| Name: Xxx Xxxxxx |
Title: Managing Director
| By: |
/s/ Xxxxxxxxxxx
Xxxxxxxxxx
|
| Name: Xxxxxxxxxxx Xxxxxxxxxx |
Title: Managing Director
ATLANTIC ASSET SECURITIZATION LLC,
as a Conduit Investor
as a Conduit Investor
By: Credit Agricole Corporate and Investment
Bank, New York (f/k/a Calyon New York Branch),
its
Attorney-in-Fact
| By: |
/s/ Xxx
Xxxxxx
|
| Name: Xxx Xxxxxx |
Title: Managing Director
| By: |
/s/ Xxxxxxxxxxx
Xxxxxxxxxx
|
| Name: Xxxxxxxxxxx Xxxxxxxxxx |
Title: Managing Director
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
8
BARCLAYS BANK PLC, as an Administrative Agent
| By: |
/s/ Xxxxxxx
Xxxxxxxx
|
| Name: Xxxxxxx Xxxxxxxx |
Title: Director
SALISBURY RECEIVABLES COMPANY, LLC,
as a Conduit Investor and a Bank Investor
as a Conduit Investor and a Bank Investor
| By: |
/s/ Xxxxx
Xxxx
|
| Name: Xxxxx Xxxx |
Title: Associate Director
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
9
ROYAL BANK OF CANADA, as an Administrative Agent and as a Bank
Investor
| By: |
/s/ Xxxxxx
X. Xxxxxxx
|
| Name: Xxxxxx X. Xxxxxxx |
Title: Authorized Signatory
| By: |
/s/ Xxxxxx
X. Xxxxxxxxx
|
| Name: Xxxxxx X. Xxxxxxxxx |
Title: Authorized Signatory
OLD LINE FUNDING, LLC,
as a Conduit Investor
as a Conduit Investor
| By: |
/s/ Xxxxxx
X. Xxxxxxx
|
| Name: Xxxxxx X. Xxxxxxx |
Title: Authorized Signatory
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
10
LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, as a Bank Investor
| By: |
/s/ Xxxxxx
Xxxxxxxxx
|
| Name: Xxxxxx Xxxxxxxxx |
Title: VP
| By: |
/s/ Xxxxx
Xxxxxx
|
| Name: Xxxxx Xxxxxx |
Title: VP
Signature
Page Amendment No. 1 to Fifth Amended
and Restated Transfer and Administration Agreement
and Restated Transfer and Administration Agreement
11
EXHIBIT A
EXHIBIT Q
to
FIFTH
AMENDED AND RESTATED
TRANSFER
AND ADMINISTRATION AGREEMENT
LIST
OF TRANSFERRING AFFILIATES
|
Chief Executive Office for each Transferring Affiliate: |
000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 |
|
Original Transferring Affiliates |
State of |
|
| (before October 19, 2006) | Incorporation | |
|
Bio-Medical Applications Management Company, Inc.
|
Delaware | |
|
Bio-Medical Applications of Alabama, Inc.
|
Delaware | |
|
Bio-Medical Applications of Anacostia, Inc.
|
Delaware | |
|
Bio-Medical Applications of Aguadilla, Inc.
|
Delaware | |
|
Bio-Medical Applications of Arecibo, Inc.
|
Delaware | |
|
Bio-Medical Applications of Arkansas, Inc.
|
Delaware | |
|
Bio-Medical Applications of Bayamon, Inc.
|
Delaware | |
|
Bio-Medical Applications of Blue Springs, Inc.
|
Delaware | |
|
Bio-Medical Applications of Caguas, Inc.
|
Delaware | |
|
Bio-Medical Applications of California, Inc.
|
Delaware | |
|
Bio-Medical Applications of Camarillo, Inc.
|
Delaware | |
|
Bio-Medical Applications of Capitol Hill, Inc.
|
Delaware | |
|
Bio-Medical Applications of Carolina, Inc.
|
Delaware | |
|
Bio-Medical Applications of Xxxxxx, Inc.
|
Delaware | |
|
Bio-Medical Applications of Clinton, Inc.
|
Delaware | |
|
Bio-Medical Applications of Columbia Heights, Inc.
|
Delaware | |
|
Bio-Medical Applications of Connecticut, Inc.
|
Delaware | |
|
Bio-Medical Applications of Delaware, Inc.
|
Delaware | |
|
Bio-Medical Applications of Dover, Inc.
|
Delaware | |
|
Bio-Medical Applications of Eureka, Inc.
|
Delaware | |
|
Bio-Medical Applications of Fayetteville, Inc.
|
Delaware | |
|
Bio-Medical Applications of Florida, Inc.
|
Delaware | |
|
Bio-Medical Applications of Fremont, Inc.
|
Delaware | |
|
Bio-Medical Applications of Fresno, Inc.
|
Delaware | |
|
Bio-Medical Applications of Georgia, Inc.
|
Delaware | |
|
Bio-Medical Applications of Guayama, Inc.
|
Delaware | |
|
Bio-Medical Applications of Humacao, Inc.
|
Delaware | |
|
Bio-Medical Applications of Illinois, Inc.
|
Delaware | |
|
Bio-Medical Applications of Indiana, Inc.
|
Delaware | |
|
Bio-Medical Applications of Kansas, Inc.
|
Delaware | |
|
Bio-Medical Applications of Kentucky, Inc.
|
Delaware | |
|
Bio-Medical Applications of Long Beach, Inc.
|
Delaware | |
|
Bio-Medical Applications of Los Gatos, Inc.
|
Delaware |
12
|
Original Transferring Affiliates |
State of |
|
| (before October 19, 2006) | Incorporation | |
|
Bio-Medical Applications of Louisiana, LLC
|
Delaware | |
|
Bio-Medical Applications of Maine, Inc.
|
Delaware | |
|
Bio-Medical Applications of Manchester, Inc.
|
Delaware | |
|
Bio-Medical Applications of Maryland, Inc.
|
Delaware | |
|
Bio-Medical Applications of Massachusetts, Inc.
|
Delaware | |
|
Bio-Medical Applications of Mayaguez, Inc.
|
Delaware | |
|
Bio-Medical Applications of Michigan, Inc.
|
Delaware | |
|
Bio-Medical Applications of Minnesota, Inc.
|
Delaware | |
|
Bio-Medical Applications of Mission Hills, Inc.
|
Delaware | |
|
Bio-Medical Applications of Mississippi, Inc.
|
Delaware | |
|
Bio-Medical Applications of Missouri, Inc.
|
Delaware | |
|
Bio-Medical Applications of MLK, Inc.
|
Delaware | |
|
Bio-Medical Applications of Nevada, Inc.
|
Nevada | |
|
Bio-Medical Applications of New Hampshire, Inc.
|
Delaware | |
|
Bio-Medical Applications of New Jersey, Inc.
|
Delaware | |
|
Bio-Medical Applications of New Mexico, Inc.
|
Delaware | |
|
Bio-Medical Applications of North Carolina, Inc.
|
Delaware | |
|
Bio-Medical Applications of Northeast D.C., Inc.
|
Delaware | |
|
Bio-Medical Applications of Oakland, Inc.
|
Delaware | |
|
Bio-Medical Applications of Ohio, Inc.
|
Delaware | |
|
Bio-Medical Applications of Oklahoma, Inc.
|
Delaware | |
|
Bio-Medical Applications of Pennsylvania, Inc.
|
Delaware | |
|
Bio-Medical Applications of Ponce, Inc.
|
Delaware | |
|
Bio-Medical Applications of Puerto Rico, Inc.
|
Delaware | |
|
Bio-Medical Applications of Rhode Island, Inc.
|
Delaware | |
|
Bio-Medical Applications of Rio Piedras, Inc.
|
Delaware | |
|
Bio-Medical Applications of San Antonio, Inc.
|
Delaware | |
|
Bio-Medical Applications of San German, Inc.
|
Delaware | |
|
Bio-Medical Applications of San Xxxx, Inc.
|
Delaware | |
|
Bio-Medical Applications of South Carolina, Inc.
|
Delaware | |
|
Bio-Medical Applications of Southeast Washington, Inc.
|
Delaware | |
|
Bio-Medical Applications of Tennessee, Inc.
|
Delaware | |
|
Bio-Medical Applications of Texas, Inc.
|
Delaware | |
|
Bio-Medical Applications of the District of Columbia, Inc.
|
Delaware | |
|
Bio-Medical Applications of Ukiah, Inc.
|
Delaware | |
|
Bio-Medical Applications of Virginia, Inc.
|
Delaware | |
|
Bio-Medical Applications of West Virginia, Inc.
|
Delaware | |
|
Bio-Medical Applications of Wisconsin, Inc.
|
Delaware | |
|
Bio-Medical Applications of Woonsocket, Inc.
|
Delaware | |
|
Dialysis America Georgia, LLC
|
Delaware | |
|
Dialysis Associates of Northern New Jersey, L.L.C.
|
New Jersey | |
|
Everest Healthcare Holdings, Inc.
|
Delaware | |
|
Everest Healthcare Indiana, Inc.
|
Indiana | |
|
Everest Healthcare Rhode Island, Inc.
|
Delaware |
13
|
Original Transferring Affiliates |
State of |
|
| (before October 19, 2006) | Incorporation | |
|
Everest Healthcare Texas Holding Corp.
|
Delaware | |
|
Everest Healthcare Texas, L.P.
|
Delaware | |
|
Fresenius Medical Care Dialysis Services Colorado LLC
|
Delaware | |
|
Fresenius Medical Care Dialysis Services — Oregon, LLC
|
Oregon | |
|
Fresenius Management Services, Inc.
|
Delaware | |
|
Fresenius USA Marketing, Inc.
|
Delaware | |
|
Fresenius USA, Inc.
|
Massachusetts | |
|
Gulf Region Mobile Dialysis, Inc.
|
Delaware | |
|
Home Dialysis of America, Inc.
|
Arizona | |
|
Home Dialysis of Muhlenberg County, Inc.
|
Kentucky | |
|
National Medical Care, Inc.
|
Delaware | |
|
North Xxxxxxx Dialysis Center, Inc.
|
Delaware | |
|
Northern New Jersey Dialysis, L.L.C.
|
Delaware | |
|
Qualicenters, Inc.
|
Colorado | |
|
San Diego Dialysis Services, Inc.
|
Delaware | |
|
Spectra East, Inc.
|
Delaware | |
|
Spectra Laboratories, Inc.
|
Nevada | |
|
Xxxxxxx Dialysis Center, L.L.C.
|
Delaware | |
|
Conejo Valley Dialysis, Inc.
|
California | |
|
Dialysis Services of Cincinnati, Inc.
|
Ohio | |
|
Dialysis Services, Inc.
|
Texas | |
|
Dialysis Specialists of Topeka, Inc.
|
Kansas | |
|
Dialysis Specialists of Tulsa, Inc.
|
Oklahoma | |
|
Everest Healthcare Ohio, Inc.
|
Ohio | |
|
Haemo-Stat, Inc.
|
California | |
|
Santa Xxxxxxx Community Dialysis Center, Inc.
|
California | |
|
WSKC Dialysis Services, Inc.
|
Illinois | |
|
Du Page Dialysis, Ltd.
|
Illinois |
|
Additional Transferring Affiliates |
State of |
|
| (added October 19, 2006) | Incorporation | |
|
Brevard County Dialysis, LLC
|
Florida | |
|
Xxxxxxx County Dialysis, LLC
|
Xxxxxxx | |
|
Xxxxxxxx Dialysis Center, LLC
|
Xxxxxxx | |
|
Xxxxxxxx Area Renal Alliance, LLC
|
Delaware | |
|
Dialysis Associates, LLC
|
Tennessee | |
|
Dialysis Centers of America — Illinois, Inc.
|
Illinois | |
|
Dialysis Management Corporation
|
Texas | |
|
Dialysis Services of Atlanta, Inc.
|
Xxxxxxx | |
|
Xxxxxxx County Dialysis, LLC
|
Georgia | |
|
Doylestown Acute Renal Services, L.L.C.
|
Pennsylvania | |
|
Xxxxxxx Dialysis Clinic, Inc.
|
Texas | |
|
Fort Xxxxx Regional Dialysis Center, Inc.
|
Missouri | |
|
Four State Regional Dialysis Center, Inc.
|
Missouri |
14
|
Additional Transferring Affiliates |
State of |
|
| (added October 19, 2006) | Incorporation | |
|
Xxxxx Dialysis Center, LLC
|
Xxxxxxx | |
|
Xxxxxx Dialysis Clinic, LLC
|
Xxxxxxx | |
|
Xxxxxxxxx County Dialysis, Inc.
|
Arkansas | |
|
KDCO, Inc.
|
Missouri | |
|
Kentucky Renal Care Group, LLC
|
Delaware | |
|
Xxxxxx Dialysis, Inc.
|
Arkansas | |
|
Little Rock Dialysis, Inc.
|
Arkansas | |
|
Maumee Dialysis Services, LLC
|
Delaware | |
|
Miami Regional Dialysis Center, Inc.
|
Missouri | |
|
Michigan Home Dialysis Center, Inc.
|
Michigan | |
|
National Nephrology Associates Management Company of Texas, Inc.
|
Texas | |
|
National Nephrology Associates of Texas, L.P.
|
Texas | |
|
NNA Management Company of Kentucky, Inc.
|
Kentucky | |
|
NNA Management Company of Louisiana, Inc.
|
Louisiana | |
|
NNA of Alabama, Inc.
|
Alabama | |
|
NNA of East Orange, L.L.C.
|
New Jersey | |
|
NNA of Florida, LLC
|
Florida | |
|
NNA of Georgia, Inc.
|
Delaware | |
|
NNA of Xxxxxxxx, L.L.C.
|
New Jersey | |
|
NNA of Louisiana, LLC
|
Louisiana | |
|
NNA of Nevada, Inc.
|
Nevada | |
|
NNA of Newark, L.L.C.
|
New Jersey | |
|
NNA of Oklahoma, Inc.
|
Nevada | |
|
NNA of Oklahoma, L.L.C.
|
Oklahoma | |
|
NNA of Rhode Island, Inc.
|
Rhode Island | |
|
NNA of Toledo, Inc.
|
Ohio | |
|
NNA-Saint Barnabas, L.L.C.
|
New Jersey | |
|
NNA-Saint Barnabas-Livingston, L.L.C.
|
New Jersey | |
|
Norcross Dialysis Center, LLC
|
Georgia | |
|
Northeast Alabama Kidney Clinic, Inc.
|
Alabama | |
|
Physicians Dialysis Company, Inc.
|
Pennsylvania | |
|
RCG Bloomington, LLC
|
Delaware | |
|
RCG East Texas, LLP
|
Delaware | |
|
RCG Indiana, L.L.C.
|
Delaware | |
|
RCG Irving, LLP
|
Delaware | |
|
RCG Xxxxxx, LLC
|
Delaware | |
|
RCG Memphis East, LLC
|
Delaware | |
|
RCG Memphis, LLC
|
Delaware | |
|
RCG Mississippi, Inc.
|
Delaware | |
|
RCG University Division, Inc.
|
Tennessee | |
|
RCG West Health Supply, L.C.
|
Arizona | |
|
Renal Care Group Alaska, Inc.
|
Alaska | |
|
Renal Care Group East, Inc.
|
Pennsylvania | |
|
Renal Care Group Michigan, Inc.
|
Delaware |
15
|
Additional Transferring Affiliates |
State of |
|
| (added October 19, 2006) | Incorporation | |
|
Renal Care Group Northwest, Inc.
|
Delaware | |
|
Renal Care Group of the Midwest, Inc.
|
Kansas | |
|
Renal Care Group of the Ozarks, LLC
|
Delaware | |
|
Renal Care Group of the South, Inc.
|
Delaware | |
|
Renal Care Group of the Southeast, Inc.
|
Florida | |
|
Renal Care Group Ohio, Inc.
|
Delaware | |
|
Renal Care Group South New Mexico, LLC
|
Delaware | |
|
Renal Care Group Southwest Holdings, Inc.
|
Delaware | |
|
Renal Care Group Southwest, L.P.
|
Delaware | |
|
Renal Care Group Texas, Inc.
|
Texas | |
|
Renal Care Group Texas, LP
|
Delaware | |
|
Renal Care Group Westlake, LLC
|
Delaware | |
|
Renal Care Group, Inc.
|
Delaware | |
|
RenalPartners, Inc.
|
Delaware | |
|
Renex Corp.
|
Florida | |
|
Renex Dialysis Clinic of Bloomfield, Inc.
|
New Jersey | |
|
Renex Dialysis Clinic of Bridgeton, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of Creve Coeur, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of Doylestown, Inc.
|
Pennsylvania | |
|
Renex Dialysis Clinic of Maplewood, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of Orange, Inc.
|
New Jersey | |
|
Renex Dialysis Clinic of Philadelphia, Inc.
|
Pennsylvania | |
|
Renex Dialysis Clinic of Pittsburgh, Inc.
|
Pennsylvania | |
|
Renex Dialysis Clinic of South Georgia, Inc.
|
Georgia | |
|
Renex Dialysis Clinic of St. Louis, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of Tampa, Inc.
|
Florida | |
|
Renex Dialysis Clinic of Union, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of University City, Inc.
|
Missouri | |
|
Renex Dialysis Clinic of Woodbury, Inc.
|
New Jersey | |
|
Renex Dialysis Facilities, Inc.
|
Mississippi | |
|
Smyrna Dialysis Center, LLC
|
Georgia | |
|
SSKG, Inc.
|
Illinois | |
|
STAT Dialysis Corporation
|
Delaware | |
|
Stone Mountain Dialysis Center, LLC
|
Georgia | |
|
Stuttgart Dialysis, LLC
|
Arkansas | |
|
Three Rivers Dialysis Services, LLC
|
Delaware | |
|
West Palm Dialysis, LLC
|
Xxxxxxx | |
|
Xxxxxxx Dialysis, Inc.
|
Texas |
|
Additional Transferring Affiliates |
State of |
|
| (added November 17, 2009) | Incorporation | |
|
Apheresis Care Group, Inc.
|
Delaware | |
|
Bio-Medical Applications of Amarillo, Inc.
|
Delaware | |
|
Bio-Medical Applications of Wyoming, LLC
|
Delaware |
16
|
Additional Transferring Affiliates |
State of |
|
| (added November 17, 2009) | Incorporation | |
|
Dialysis Services of Southeast Alaska, LLC
|
Alaska | |
|
Dialysis Specialists of Marietta, Ltd.
|
Ohio | |
|
FMS Philadelphia Dialysis, LLC
|
Delaware | |
|
Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care
Health Plan, Inc.)
|
Delaware | |
|
Fresenius Medical Care Comprehensive CKD Services, Inc.
|
Delaware | |
|
Fresenius Medical Care Healthcare Recruitment, LLC
|
Delaware | |
|
Fresenius Medical Care Holdings, Inc.
|
New York | |
|
Fresenius Medical Care of Illinois, LLC
|
Delaware | |
|
Fresenius Medical Care Pharmacy Services, Inc.
|
Delaware | |
|
Fresenius Medical Care PSO, LLC
|
Delaware | |
|
Fresenius Medical Care Rx, LLC
|
Delaware | |
|
Fresenius Medical Care Ventures Holding Company, Inc.
|
Delaware | |
|
Fresenius Medical Care Ventures, LLC
|
Delaware | |
|
Fresenius USA Manufacturing, Inc.
|
Delaware | |
|
Homestead Artificial Kidney Center, Inc.
|
Florida | |
|
Integrated Renal Care of the Pacific, LLC
|
Hawaii | |
|
Metro Dialysis Center — Normandy, Inc.
|
Missouri | |
|
Metro Dialysis Center — North, Inc.
|
Missouri | |
|
Nephromed LLC
|
Delaware | |
|
NMC Services, Inc.
|
Delaware | |
|
QualiCenters Albany, Ltd.
|
Colorado | |
|
QualiCenters Bend, LLC
|
Colorado | |
|
QualiCenters Coos Bay, Ltd.
|
Colorado | |
|
QualiCenters Xxxxxx-Springfield Ltd.
|
Colorado | |
|
QualiCenters Inland Northwest LLC
|
Colorado | |
|
QualiCenters Pueblo, LLC
|
Colorado | |
|
QualiCenters Salem, LLC
|
Colorado | |
|
QualiCenters Sioux City LLC
|
Colorado | |
|
Renaissance Health Care, Inc.
|
Delaware | |
|
Renal Care Group of the Rockies, LLC
|
Delaware | |
|
Renal Care Group Southwest Michigan, LLC
|
Delaware | |
|
Renal Care Group Toledo, LLC
|
Delaware | |
|
Renal Care Group-Harlingen, L.P.
|
Delaware | |
|
Renal Solutions, Inc.
|
Indiana | |
|
S.A.K.D.C., Inc.
|
Texas | |
|
SORB Technology, Inc.
|
Mississippi | |
|
Spectra Diagnostics, LLC
|
Delaware | |
|
Spectra Medical Data Processing, LLC
|
Delaware | |
|
Spectra Renal Research, LLC
|
Delaware | |
|
St. Louis Regional Dialysis Center, Inc.
|
Missouri | |
|
Tappahannock Dialysis Center, Inc.
|
Virginia | |
|
U.S. Vascular Access Holdings, LLC
|
Delaware | |
|
Warrenton Dialysis Facility, Inc.
|
Virginia | |
|
West End Dialysis Center, Inc.
|
Virginia |
17
|
Additional Transferring Affiliates |
State of |
|
| (added June 16, 2010) | Incorporation | |
|
Fresenius Medical Care Apheresis Services, LLC
|
Delaware | |
|
Fresenius Vascular Care, Inc.
|
Delaware | |
|
(f/k/a National Vascular Care, Inc.)
|
||
|
Health IT Services Group, LLC
|
Delaware | |
|
New York Dialysis Services, Inc.
|
New York | |
|
RCG Robstown, LLP
|
Delaware | |
|
Saint Louis Renal Care, LLC
|
Delaware |
18
EXHIBIT B
Form
of
AMENDMENT
TO TRANSFERRING AFFILIATE LETTER
AMENDMENT
NO. 2
Dated as
of June 16, 2010
to
AMENDED
AND RESTATED TRANSFERRING AFFILIATE LETTER
Dated as
of October 16, 2008
THIS AMENDMENT NO. 2 (this “Amendment”) dated
as of June 16, 2010 is entered into by and among
(i) NATIONAL MEDICAL CARE, INC., a Delaware corporation
(the “Seller”) and (ii) the entities
listed on the signature pages hereof under the heading “New
Transferring Affiliates” (collectively, the “New
Transferring Affiliates”) and (iii) the other
entities listed on the signature pages hereof under the heading
“Existing Transferring Affiliates” (collectively, the
‘‘Existing Transferring Affiliates” and,
together with the New Transferring Affiliates, the
‘‘Transferring Affiliates”).
PRELIMINARY
STATEMENT
A. The Seller and the Existing Transferring Affiliates are
parties to that certain Amended and Restated Transferring
Affiliate Letter dated as of October 16, 2008 (as amended
or otherwise modified prior to the date hereof, the
“Transferring Affiliate Letter”). Capitalized
terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Transferring Affiliate Letter
or in the RPA referred to therein.
B. The parties hereto desire to amend the list of
Transferring Affiliates under the Transferring Affiliate Letter
by (i) terminating certain Existing Transferring Affiliates
as specified in Section 1(b) below that have become
dormant and have ceased to generate Receivables or have merged
with other Transferring Affiliates and (ii) adding the New
Transferring Affiliates.
C. The parties hereto desire to amend the Transferring
Affiliate Letter 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.
(a) New Transferring Affiliates. Subject to the
satisfaction of the conditions precedent set forth in
Section 2 below, the New Transferring Affiliates are hereby
added as “Transferring Affiliates” under the
Transferring Affiliate Letter. From and after the effective date
of this Amendment, each New Transferring Affiliate shall have
all of the rights and obligations of a Transferring Affiliate
under the Transferring Affiliate Letter. Accordingly, on the
effective date of this Amendment, each New Transferring
Affiliate shall sell to the Seller, and the Seller will
forthwith purchase from such New Transferring Affiliate, all of
the Receivables with respect to such New Transferring Affiliate
and all Related Security with respect thereto. All Receivables
with respect to such New Transferring Affiliate arising after
the effective date of this Amendment and all Related Security
with respect thereto shall be sold to the Seller pursuant to the
terms of the Transferring Affiliate Letter in the same manner as
if such New Transferring Affiliate had been an original party
thereto.
New Transferring Affiliates:
Fresenius Medical Care Apheresis Services, LLC
Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,
Inc.)
Health IT Services Group, LLC
New York Dialysis Services, Inc.
RCG Robstown, LLP
Saint Louis Renal Care, LLC
19
(b) Terminated Transferring Affiliates. Subject
to the satisfaction of the conditions precedent set forth in
Section 2 below, the Existing Transferring Affiliates
listed below (each, a “Terminated Transferring
Affiliate”) are hereby terminated as “Transferring
Affiliates” under the Transferring Affiliate Letter. From
and after the effective date of this Amendment, each of the
parties hereto agrees that the Terminated Transferring
Affiliates shall have no further right or obligation to transfer
any of their Receivables under the Transferring Affiliate Letter
and shall cease to be “Transferring Affiliates”
thereunder, except with respect to Receivables that arose prior
to the date hereof:
Terminated Transferring Affiliates:
Angleton Dialysis, Inc.
Arizona Renal Investments, LLC
Bio-Medical Applications Home Dialysis Services, Inc
Bio-Medical Applications of Glendora, Inc.
Bio-Medical Applications of Hoboken, Inc.
Bio-Medical Applications of Idaho, LLC
Bio-Medical Applications of Las Americas, Inc.
Brazoria Kidney Center, Inc.
Cartersville Dialysis Center, LLC
Xxxx County Dialysis, LLC
Con-Med Supply Company, Inc.
Xxxxxxxxx Dialysis Center, LLC
Diabetes Care Group, Inc.
Dialysis America Alabama, LLC
Dialysis Licensing Corp.
Everest Management, Inc.
FMS New York, Inc.
Fresenius USA Home Dialysis, Inc.
Home Intensive Care, Inc.
Mercy Dialysis Center, Inc.
Naples Dialysis Center, LLC
Neomedica, Inc.
New York Dialysis Management, Inc.
NNA of Memphis, LLC
NNA Properties of Tennessee, Inc.
NNA Transportation Services Corporation
Northwest Dialysis, Inc.
RCG Arlington Heights, LLC
RCG Credit Corporation
RCG Finance, Inc.
RCG Xxxxxx, LLC
RCG PA Merger Corp.
RCG Whitehaven, LLC
RCG/Saint Luke’s LLC
RCGIH, Inc.
Renal Care Group Central Memphis, LLC
RenalNet, Inc.
RenalPartners of Indiana, LLC
Renex Dialysis Clinic of Amesbury, Inc.
Renex Dialysis Clinic of North Andover, Inc.
Renex Dialysis Clinic of Penn Hills, Inc.
Renex Dialysis Clinic of Shaler, Inc.
Renex Dialysis Homecare of Greater St. Louis, Inc.
Renex Management Services, Inc.
20
Section 2. Conditions
Precedent. This Amendment shall become effective and be
deemed effective as of the date hereof upon (i) the receipt
by the Seller of counterparts of this Amendment duly executed by
the Seller, the New Transferring Affiliates, and the Existing
Transferring Affiliates, and (ii) the effectiveness of
Amendment No. 1 to the TAA of even date herewith.
Section 3. Covenants,
Representations and Warranties of the Transferring
Affiliates.
3.1 Upon the effectiveness of this Amendment, each
Transferring Affiliate hereby reaffirms all covenants,
representations and warranties made by it in the Transferring
Affiliate Letter (as amended hereby) and agrees that all such
covenants, representations and warranties shall be deemed to
have been remade as of the effective date of this Amendment.
3.2 Each Transferring Affiliate hereby represents and
warrants that this Amendment constitutes the legal, valid and
binding obligation of such party, enforceable against it in
accordance with terms hereof.
Section 4. Reference
to and Effect on the Transferring Affiliate Letter.
4.1 Upon the effectiveness of this Amendment, each
reference in the Transferring Affiliate Letter to
“Transferring Affiliate Letter,”
“hereunder,” “hereof,” “herein,”
“hereby” or words of like import shall mean and be a
reference to the Transferring Affiliate Letter as amended
hereby, and each reference to the Transferring Affiliate Letter
in any other document, instrument and agreement executed
and/or
delivered in connection with the Transferring Affiliate Letter
shall mean and be a reference to the Transferring Affiliate
Letter as amended hereby.
4.2 Except as specifically amended hereby, the Transferring
Affiliate Letter and all other documents, instruments and
agreements executed
and/or
delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of the Seller or any of its assignees under the
Transferring Affiliate Letter or any other document, instrument,
or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein.
Section 5. Governing
Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.
Section 6. Execution
in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart via facsimile or other
electronic transmission shall be deemed delivery of an original
counterpart.
Section 7. Headings. Section
headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this
Amendment for any other purpose.
[Remainder
of Page Intentionally Left Blank]
21
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.
New Transferring Affiliates:
Fresenius Medical Care Apheresis Services, LLC
Fresenius Vascular Care, Inc. (f/k/a National Vascular Care,
Inc.)
Health IT Services Group, LLC
New York Dialysis Services, Inc.
RCG Robstown, LLP
Saint Louis Renal Care, LLC
| By: |
|
Name:
| Title: |
Existing Transferring Affiliates:
Apheresis Care Group, Inc.
Bio-Medical Applications Management Company, Inc.
Bio-Medical Applications of Aguadilla, Inc.
Bio-Medical Applications of Alabama, Inc.
Bio-Medical Applications of Amarillo, Inc.
Bio-Medical Applications of Anacostia, Inc.
Bio-Medical Applications of Arecibo, Inc.
Bio-Medical Applications of Arkansas, Inc.
Bio-Medical Applications of Bayamon, Inc.
Bio-Medical Applications of Blue Springs, Inc.
Bio-Medical Applications of Caguas, Inc.
Bio-Medical Applications of California, Inc.
Bio-Medical Applications of Camarillo, Inc.
Bio-Medical Applications of Capitol Hill, Inc.
Bio-Medical Applications of Carolina, Inc.
Bio-Medical Applications of Xxxxxx, Inc.
Bio-Medical Applications of Clinton, Inc.
Bio-Medical Applications of Columbia Heights, Inc.
Bio-Medical Applications of Connecticut, Inc.
Bio-Medical Applications of Delaware, Inc.
Bio-Medical Applications of Dover, Inc.
Bio-Medical Applications of Eureka, Inc.
Bio-Medical Applications of Fayetteville, Inc.
Bio-Medical Applications of Florida, Inc.
Bio-Medical Applications of Fremont, Inc.
Bio-Medical Applications of Fresno, Inc.
Bio-Medical Applications of Georgia, Inc.
Bio-Medical Applications of Guayama, Inc.
Bio-Medical Applications of Humacao, Inc.
Bio-Medical Applications of Illinois, Inc.
Bio-Medical Applications of Indiana, Inc.
Bio-Medical Applications of Kansas, Inc.
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
22
Bio-Medical Applications of Kentucky, Inc.
Bio-Medical Applications of Long Beach, Inc.
Bio-Medical Applications of Los Gatos, Inc.
Bio-Medical Applications of Louisiana, LLC
Bio-Medical Applications of Maine, Inc.
Bio-Medical Applications of Manchester, Inc.
Bio-Medical Applications of Maryland, Inc.
Bio-Medical Applications of Massachusetts, Inc.
Bio-Medical Applications of Mayaguez, Inc.
Bio-Medical Applications of Michigan, Inc.
Bio-Medical Applications of Minnesota, Inc.
Bio-Medical Applications of Mission Hills, Inc.
Bio-Medical Applications of Mississippi, Inc.
Bio-Medical Applications of Missouri, Inc.
Bio-Medical Applications of MLK, Inc.
Bio-Medical Applications of Nevada, Inc.
Bio-Medical Applications of New Hampshire, Inc.
Bio-Medical Applications of New Jersey, Inc.
Bio-Medical Applications of New Mexico, Inc.
Bio-Medical Applications of North Carolina, Inc.
Bio-Medical Applications of Northeast D.C., Inc.
Bio-Medical Applications of Oakland, Inc.
Bio-Medical Applications of Ohio, Inc.
Bio-Medical Applications of Oklahoma, Inc.
Bio-Medical Applications of Pennsylvania, Inc.
Bio-Medical Applications of Ponce, Inc.
Bio-Medical Applications of Puerto Rico, Inc.
Bio-Medical Applications of Rhode Island, Inc.
Bio-Medical Applications of Rio Piedras, Inc.
Bio-Medical Applications of San Antonio, Inc.
Bio-Medical Applications of San German, Inc.
Bio-Medical Applications of San Xxxx, Inc.
Bio-Medical Applications of South Carolina, Inc.
Bio-Medical Applications of Southeast Washington, Inc.
Bio-Medical Applications of Tennessee, Inc.
Bio-Medical Applications of Texas, Inc.
Bio-Medical Applications of the District of Columbia, Inc.
Bio-Medical Applications of Ukiah, Inc.
Bio-Medical Applications of Virginia, Inc.
Bio-Medical Applications of West Virginia, Inc.
Bio-Medical Applications of Wisconsin, Inc.
Bio-Medical Applications of Woonsocket, Inc.
Bio-Medical Applications of Wyoming, LLC
Brevard County Dialysis, LLC
Xxxxxxx County Dialysis, LLC
Clermont Dialysis Center, LLC
Columbus Area Renal Alliance, LLC
Conejo Valley Dialysis, Inc.
Dialysis America Georgia, LLC
Dialysis Associates of Northern New Jersey, L.L.C.
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
23
Dialysis Associates, LLC
Dialysis Centers of America — Illinois, Inc.
Dialysis Management Corporation
Dialysis Services of Atlanta, Inc.
Dialysis Services of Cincinnati, Inc.
Dialysis Services of Southeast Alaska, LLC
Dialysis Services, Inc.
Dialysis Specialists of Marietta, Ltd.
Dialysis Specialists of Topeka, Inc.
Dialysis Specialists of Tulsa, Inc.
Xxxxxxx County Dialysis, LLC
Doylestown Acute Renal Services, L.L.C.
Du Page Dialysis, Ltd.
Everest Healthcare Holdings, Inc.
Everest Healthcare Indiana, Inc.
Everest Healthcare Ohio, Inc.
Everest Healthcare Rhode Island, Inc.
Everest Healthcare Texas Holding Corp.
Everest Healthcare Texas, L.P.
FMS Philadelphia Dialysis, LLC
Xxxxxxx Dialysis Clinic, Inc.
Fort Xxxxx Regional Dialysis Center, Inc.
Four State Regional Dialysis Center, Inc.
Fresenius Health Partners, Inc. (f/k/a Fresenius Medical Care
Health Plan, Inc.)
Fresenius Management Services, Inc.
Fresenius Medical Care Comprehensive CKD Services, Inc.
Fresenius Medical Care Dialysis Services Colorado LLC
Fresenius Medical Care Dialysis Services — Oregon, LLC
Fresenius Medical Care Healthcare Recruitment, LLC
Fresenius Medical Care Holdings, Inc.
Fresenius Medical Care of Illinois, LLC
Fresenius Medical Care Pharmacy Services, Inc.
Fresenius Medical Care PSO, LLC
Fresenius Medical Care Rx, LLC
Fresenius Medical Care Ventures Holding Company, Inc.
Fresenius Medical Care Ventures, LLC
Fresenius USA Manufacturing, Inc.
Fresenius USA Marketing, Inc.
Fresenius USA, Inc.
Gulf Region Mobile Dialysis, Inc.
Haemo-Stat, Inc.
Xxxxx Dialysis Center, LLC
Xxxxxx Dialysis Clinic, LLC
Home Dialysis of America, Inc.
Home Dialysis of Muhlenberg County, Inc.
Homestead Artificial Kidney Center, Inc.
Integrated Renal Care of the Pacific, LLC
Jefferson County Dialysis, Inc.
KDCO, Inc.
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
24
Kentucky Renal Care Group, LLC
Xxxxxx Dialysis, Inc.
Little Rock Dialysis, Inc.
Maumee Dialysis Services, LLC
Metro Dialysis Center — Normandy, Inc.
Metro Dialysis Center — North, Inc.
Miami Regional Dialysis Center, Inc.
Michigan Home Dialysis Center, Inc.
National Medical Care, Inc.
National Nephrology Associates Management Company of Texas, Inc.
National Nephrology Associates of Texas, L.P.
Nephromed LLC
NMC Services, Inc.
NNA Management Company of Kentucky, Inc.
NNA Management Company of Louisiana, Inc.
NNA of Alabama, Inc.
NNA of East Orange, L.L.C.
NNA of Florida, LLC
NNA of Georgia, Inc.
NNA of Xxxxxxxx, L.L.C.
NNA of Louisiana, LLC
NNA of Nevada, Inc.
NNA of Newark, L.L.C.
NNA of Oklahoma, Inc.
NNA of Oklahoma, L.L.C.
NNA of Rhode Island, Inc.
NNA of Toledo, Inc.
NNA-Saint Barnabas, L.L.C.
NNA-Saint Barnabas-Livingston, L.L.C.
Norcross Dialysis Center, LLC
North Xxxxxxx Dialysis Center, Inc.
Northeast Alabama Kidney Clinic, Inc.
Northern New Jersey Dialysis, L.L.C.
Physicians Dialysis Company, Inc.
QualiCenters Albany, Ltd.
QualiCenters Bend, LLC
QualiCenters Coos Bay, Ltd.
QualiCenters Xxxxxx-Springfield Ltd.
QualiCenters Inland Northwest LLC
QualiCenters Pueblo, LLC
QualiCenters Salem, LLC
QualiCenters Sioux City LLC
Qualicenters, Inc.
RCG Bloomington, LLC
RCG East Texas, LLP
RCG Indiana, L.L.C.
RCG Irving, LLP
RCG Xxxxxx, LLC
RCG Memphis East, LLC
RCG Memphis, LLC
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
25
RCG Mississippi, Inc.
RCG University Division, Inc.
RCG West Health Supply, L.C.
Renaissance Health Care, Inc.
Renal Care Group Alaska, Inc.
Renal Care Group East, Inc.
Renal Care Group Michigan, Inc.
Renal Care Group Northwest, Inc.
Renal Care Group of the Midwest, Inc.
Renal Care Group of the Ozarks, LLC
Renal Care Group of the Rockies, LLC
Renal Care Group of the South, Inc.
Renal Care Group of the Southeast, Inc.
Renal Care Group Ohio, Inc.
Renal Care Group South New Mexico, LLC
Renal Care Group Southwest Holdings, Inc.
Renal Care Group Southwest Michigan, LLC
Renal Care Group Southwest, L.P.
Renal Care Group Texas, Inc.
Renal Care Group Texas, LP
Renal Care Group Toledo, LLC
Renal Care Group Westlake, LLC
Renal Care Group, Inc.
Renal Care Group-Harlingen, L.P.
Renal Solutions, Inc.
RenalPartners, Inc.
Renex Corp.
Renex Dialysis Clinic of Bloomfield, Inc.
Renex Dialysis Clinic of Bridgeton, Inc.
Renex Dialysis Clinic of Creve Coeur, Inc.
Renex Dialysis Clinic of Doylestown, Inc.
Renex Dialysis Clinic of Maplewood, Inc.
Renex Dialysis Clinic of Orange, Inc.
Renex Dialysis Clinic of Philadelphia, Inc.
Renex Dialysis Clinic of Pittsburgh, Inc.
Renex Dialysis Clinic of South Georgia, Inc.
Renex Dialysis Clinic of St. Louis, Inc.
Renex Dialysis Clinic of Tampa, Inc.
Renex Dialysis Clinic of Union, Inc.
Renex Dialysis Clinic of University City, Inc.
Renex Dialysis Clinic of Woodbury, Inc.
Renex Dialysis Facilities, Inc.
S.A.K.D.C., Inc.
San Diego Dialysis Services, Inc.
Santa Xxxxxxx Community Dialysis Center, Inc.
Smyrna Dialysis Center, LLC
SORB Technology, Inc.
Spectra Diagnostics, LLC
Spectra East, Inc.
Spectra Laboratories, Inc.
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
26
Spectra Medical Data Processing, LLC
Spectra Renal Research, LLC
SSKG, Inc.
St. Louis Regional Dialysis Center, Inc.
STAT Dialysis Corporation
Stone Mountain Dialysis Center, LLC
Stuttgart Dialysis, LLC
Tappahannock Dialysis Center, Inc.
Xxxxxxx Dialysis Center, L.L.C.
Three Rivers Dialysis Services, LLC
U.S. Vascular Access Holdings, LLC
Warrenton Dialysis Facility, Inc.
West End Dialysis Center, Inc.
West Palm Dialysis, LLC
Xxxxxxx Dialysis, Inc.
WSKC Dialysis Services, Inc.
Terminated Transferring Affiliates:
Angleton Dialysis, Inc.
Arizona Renal Investments, LLC
Bio-Medical Applications Home Dialysis Services, Inc
Bio-Medical Applications of Glendora, Inc.
Bio-Medical Applications of Hoboken, Inc.
Bio-Medical Applications of Idaho, LLC
Bio-Medical Applications of Las Americas, Inc.
Brazoria Kidney Center, Inc.
Cartersville Dialysis Center, LLC
Xxxx County Dialysis, LLC
Con-Med Supply Company, Inc.
Xxxxxxxxx Dialysis Center, LLC
Diabetes Care Group, Inc.
Dialysis America Alabama, LLC
Dialysis Licensing Corp.
Everest Management, Inc.
FMS New York, Inc.
Fresenius USA Home Dialysis, Inc.
Home Intensive Care, Inc.
Mercy Dialysis Center, Inc.
Naples Dialysis Center, LLC
Neomedica, Inc.
New York Dialysis Management, Inc.
NNA of Memphis, LLC
NNA Properties of Tennessee, Inc.
NNA Transportation Services Corporation
Northwest Dialysis, Inc.
RCG Arlington Heights, LLC
RCG Credit Corporation
RCG Finance, Inc.
RCG Xxxxxx, LLC
RCG PA Merger Corp.
RCG Whitehaven, LLC
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
27
RCG/Saint Luke’s LLC
RCGIH, Inc.
Renal Care Group Central Memphis, LLC
RenalNet, Inc.
RenalPartners of Indiana, LLC
Renex Dialysis Clinic of Amesbury, Inc.
Renex Dialysis Clinic of North Andover, Inc.
Renex Dialysis Clinic of Penn Hills, Inc.
Renex Dialysis Clinic of Shaler, Inc.
Renex Dialysis Homecare of Greater St. Louis, Inc.
Renex Management Services, Inc.
| By: |
|
Name:
| Title: |
NATIONAL MEDICAL CARE, INC.
| By: |
|
Name:
| Title: |
Signature
Page Amendment No. 2 to Amended
and Restated Transferring Affiliate Letter
and Restated Transferring Affiliate Letter
28
